Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

On December 22, 2022, in connection with a periodic review of the Company's corporate governance documents, the adoption of rules relating to universal proxy cards (the "Universal Proxy Rules"), and changes to the Delaware General Corporation Law, the Board approved amended and restated bylaws (as amended and restated, the "Bylaws"), effective immediately, that among other things:

· address the Universal Proxy Rules, including requiring stockholders providing


   notice under the Universal Proxy Rules to provide the information required by
   and evidence of compliance with the rules;

· limit the number of nominees proposed by a stockholder to the total number of

directors to be elected at the meeting;

· refine advance notice provisions, including requiring (i) additional


   information and representations from nominating or proposing stockholders and
   nominees and (ii) updates to nominating or proposing information to ensure it
   remains accurate;

· address procedural matters such as adjournment and lists of stockholders


   entitled to vote at stockholder meetings, including in light of recent
   amendments to the DGCL;

· add a forum selection provision providing for (i) the Delaware Court of


   Chancery (or, absent subject matter jurisdiction, the federal district court
   for the District of Delaware) as the exclusive forum for certain corporate
   law-related claims and (ii) the federal district courts of the United States as
   the exclusive forum for claims under the Securities Act of 1933, as amended;
   and

· make certain other technical, ministerial and clarifying changes, including


   conforming changes related to amendments to and language in the DGCL.

The foregoing summary is qualified in reference to the full text of the Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description


  3.1            Fifth Amended and Restated Bylaws of American Public Education,
               Inc. dated December 22, 2022
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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