PXED Sets Feb 12 Virtual Shareholder Meeting, Board Elections & Auditor Ratification

TL;DR

**PXED's upcoming virtual meeting is a routine governance check, but pay attention to director elections for future strategic shifts.**

AI Summary

Phoenix Education Partners, Inc. (PXED) is holding its 2026 Annual Meeting of Stockholders virtually on February 12, 2026, at 11:00 a.m. Eastern Time. Stockholders of record as of December 29, 2025, are invited to vote on two key proposals. The first proposal involves the election of Peter Cohen, Itai Wallach, and Johannes Worsoe as Class I directors for three-year terms expiring in 2029. The second proposal seeks the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending August 31, 2026. The company emphasizes the convenience and environmental benefits of electronic proxy materials and voting, which also saves significant postage and processing costs. While specific revenue and net income figures are not detailed in this DEF 14A, the filing highlights standard corporate governance matters and the process for stockholder participation. The Annual Report on Form 10-K for the fiscal year ended August 31, 2025, is available for review alongside this proxy statement, providing financial context.

Why It Matters

This DEF 14A filing outlines Phoenix Education Partners' upcoming annual meeting, where investors will elect Class I directors and ratify Deloitte & Touche LLP as auditors. For investors, these decisions are crucial for corporate governance and financial oversight, directly impacting the company's strategic direction and accountability. Employees and customers benefit from a stable, well-governed company, ensuring long-term operational integrity. In the competitive education sector, strong governance and transparent financial reporting, as facilitated by an independent auditor, are vital for maintaining market confidence and attracting capital, distinguishing PXED from less transparent competitors.

Risk Assessment

Risk Level: low — The filing primarily details procedural aspects of an annual meeting, including director elections and auditor ratification, which are standard corporate governance items. There are no immediate financial or operational risks disclosed within this DEF 14A, nor any contentious proposals that would suggest heightened risk. The company is simply fulfilling its regulatory obligations for its 2026 Annual Meeting.

Analyst Insight

Investors should review the Annual Report on Form 10-K for the fiscal year ended August 31, 2025, to understand PXED's financial performance and strategic direction. Vote 'FOR' the director nominees and auditor ratification to support current management and governance, or 'WITHHOLD'/'AGAINST' if you have specific concerns about the board's composition or auditor's independence.

Key Numbers

• 2026 — Annual Meeting Year (The year the annual meeting will be held)
• February 12, 2026 — Annual Meeting Date (Date of the virtual annual meeting)
• 11:00 a.m. — Annual Meeting Time (Eastern Time start of the virtual annual meeting)
• December 29, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 35,755,932 — Shares Outstanding (Number of Common Stock shares outstanding as of December 18, 2025)
• $0.01 — Par Value per Share (Par value of the Company's Common Stock)
• 3 — Director Term Years (Term length for elected Class I directors)
• 2029 — Director Term Expiration Year (Year Class I directors' terms will expire)
• August 31, 2025 — Fiscal Year End (End date of the fiscal year for the Annual Report on Form 10-K)
• August 31, 2026 — Next Fiscal Year End (End date of the fiscal year for which Deloitte's appointment is being ratified)

Key Players & Entities

• Phoenix Education Partners, Inc. (company) — Registrant and issuer of common stock
• Chris Lynne (person) — Chief Executive Officer of Phoenix Education Partners, Inc.
• Peter Cohen (person) — Nominee for Class I Director
• Itai Wallach (person) — Nominee for Class I Director
• Johannes Worsoe (person) — Nominee for Class I Director
• Deloitte & Touche LLP (company) — Independent registered public accounting firm
• Srini Medi (person) — Chief Legal Officer and Secretary of Phoenix Education Partners, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for proxy statement filings
• Equiniti Trust Company, LLC (company) — Transfer agent for Phoenix Education Partners, Inc.
• BetaNXT, Inc. (company) — Tabulator of votes and inspector of elections

FAQ

Industry Context

Phoenix Education Partners, Inc. operates within the education services sector, which is characterized by evolving pedagogical approaches, technological integration, and increasing demand for specialized learning solutions. The industry faces competition from traditional institutions, online learning platforms, and specialized tutoring services. Trends include a growing emphasis on personalized learning, the adoption of AI in educational tools, and a focus on skills-based training to meet workforce demands.

Regulatory Implications

As a publicly traded company, Phoenix Education Partners, Inc. is subject to SEC regulations governing proxy solicitations, financial reporting, and corporate governance. The ratification of the independent auditor is a standard regulatory requirement. Compliance with these regulations ensures transparency and investor confidence. Any changes in accounting standards or disclosure requirements could impact reporting obligations.

What Investors Should Do

1. Review the proxy statement and Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
2. Vote on the election of Class I directors (Peter Cohen, Itai Wallach, Johannes Worsoe) and the ratification of Deloitte & Touche LLP as the independent auditor.
3. Attend the virtual Annual Meeting on February 12, 2026, at 11:00 a.m. ET.
4. Ensure voting instructions are submitted by the deadline (not specified, but implied by meeting date).

Key Dates

• 2025-12-29: Record Date — Determines which stockholders are entitled to vote at the 2026 Annual Meeting.
• 2026-01-02: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders how to access proxy materials and the Annual Report online, facilitating electronic voting and reducing costs.
• 2026-02-12: 2026 Annual Meeting of Stockholders — Key date for voting on director elections and ratification of the independent auditor.
• 2029-01-01: Class I Director Term Expiration — Marks the end of the three-year terms for the newly elected Class I directors, subject to re-election.
• 2025-08-31: Fiscal Year End for Annual Report — The financial period covered by the company's latest Annual Report on Form 10-K, providing historical financial context.
• 2026-08-31: Fiscal Year End for Auditor Ratification — The fiscal year for which Deloitte & Touche LLP's appointment as independent auditor is being sought.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of stockholders, containing information about matters to be voted on. (This document is the DEF 14A, outlining the proposals and information for Phoenix Education Partners, Inc.'s 2026 Annual Meeting.)

Class I directors

A category of directors on the company's board, typically elected for staggered terms. (Peter Cohen, Itai Wallach, and Johannes Worsoe are proposed for election as Class I directors for three-year terms.)

Independent registered public accounting firm

An external audit firm that is independent of the company it audits, responsible for expressing an opinion on the fairness of financial statements. (Deloitte & Touche LLP is proposed for ratification as the company's auditor for the fiscal year ending August 31, 2026.)

Record Date

A specific date set by the board of directors to determine which stockholders are entitled to receive notice of and vote at a stockholders' meeting. (December 29, 2025, is the Record Date for Phoenix Education Partners, Inc.'s 2026 Annual Meeting.)

Proxy materials

Documents, such as the proxy statement and annual report, provided to stockholders to inform them about matters to be voted on at a meeting and to solicit their votes. (The company is distributing electronic proxy materials, highlighting cost and environmental benefits.)

Annual Report on Form 10-K

An annual report required by the SEC that provides a comprehensive overview of a company's financial condition and business operations. (The company's 10-K for the fiscal year ended August 31, 2025, is available for review alongside this proxy statement.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming 2026 Annual Meeting and does not provide comparative financial data directly within the proxy statement itself. The Annual Report on Form 10-K for the fiscal year ended August 31, 2025, would contain the necessary historical financial information for comparison. Key metrics such as revenue growth, net income, and margins would need to be extracted from that report to assess year-over-year performance changes.

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share ("Common Stock"), of record a

Filing Documents

• d36421ddef14a.htm (DEF 14A) — 450KB
• g36421g01z10.jpg (GRAPHIC) — 378KB
• g36421g13e13.jpg (GRAPHIC) — 353KB
• g36421g14y14.jpg (GRAPHIC) — 172KB
• 0001193125-25-335285.txt ( ) — 3048KB
• pxed-20250831.xsd (EX-101.SCH) — 3KB
• d36421ddef14a_htm.xml (XML) — 3KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 28 REPORT OF THE AUDIT COMMITTEE 33 AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES 34 PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 DELINQUENT SECTION 16(A) REPORTS 36 STOCKHOLDER PROPOSALS 37 HOUSEHOLDING MATTERS 37 OTHER MATTERS 38 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 38 i Table of Contents PHOENIX EDUCATION PARTNERS, INC. PROXY STATEMENT Annual Meeting of Stockholders of Phoenix Education Partners, Inc. to be held on February 12, 2026 Some Questions You May Have Regarding This Proxy Statement Why did I receive these proxy materials? The Board of Directors (the "Board") of Phoenix Education Partners, Inc. (the "Company") is soliciting proxies for our 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held virtually on February 12, 2026, at 11:00 a.m., Eastern Time. As a stockholder as of the close of business on December 29, 2025, the record date fixed by the Board (the "Record Date"), you are invited to attend the Annual Meeting and are entitled and urged to vote your shares on the proposals described in this proxy statement. The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process and other required information. Our Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (the "Annual Report") is available to review with this proxy statement. We are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders on or about January 2, 2026. The Notice contains instructions on how to access this proxy statement and the Annual Report online. What proposals will be voted on at the Annual Meeting? The two matters scheduled to be voted on at the Annual Meeting are: 1. The election of Peter Cohen, Itai Wallach and Johannes Worsoe to the Board as Class I directors, in each case, for a term of three years expiring at the annual meeting of stockholders of the Company to be held in 2029; and 2. The ratification of the

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View this DEF 14A filing on SEC EDGAR