Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On February 21, 2023, Mr. Thomas B. Lally informed Perdoceo Education Corporation (the "Company") that he will retire and not stand for re-election to the board of directors at the Company's annual meeting of stockholders on May 25, 2023 (the "Annual Meeting"). The board of directors accepted Mr. Lally's resignation at the close of the Annual Meeting. Mr. Lally's decision to not stand for re-election did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On May 25, 2023, due to the resignation of Mr. Lally and pursuant to the terms of the Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Board resolved to immediately reduce the number of directors of the Company to nine. In addition, upon the resignation of Mr. Lally as a member of the board of directors and as Lead Director, the independent members of the board selected Mr. Gregory L. Jackson to serve as Lead Director.

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

On May 25, 2023, at the Annual Meeting, the Company's stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company. The amendment to the Certificate of Incorporation was filed with the Secretary of State of Delaware and became effective on May 25, 2023 and is attached hereto as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 25, 2023 (the "Annual Meeting"). At the Annual Meeting, the following matters were voted on: (1) The Company's stockholders voted as follows to elect nine directors to the Company's Board of Directors: Directors:

            Votes For: Against:   Abstain: Broker Non-Votes:

Dennis H. Chookaszian 49,007,827 4,148,367 4,982 4,801,697 Kenda B. Gonzales 52,448,833 706,726 5,617 4,801,697 Patrick W. Gross 51,344,094 1,811,966 5,116 4,801,697 William D. Hansen 51,104,502 2,051,721 4,953 4,801,697 Andrew H. Hurst 52,110,585 1,045,538 5,053 4,801,697 Gregory L. Jackson 50,648,290 2,507,818 5,068 4,801,697 Todd S. Nelson 51,074,663 2,081,521 4,992 4,801,697 Leslie T. Thornton 39,070,362 14,085,747 5,067 4,801,697 Alan D. Wheat 51,406,211 1,749,231 5,734 4,801,697




Each nominee was elected.
(2) The Company's stockholders approved, on a nonbinding advisory basis, the
executive compensation paid by the Company to its named executive officers, by
the votes set forth in the table below:
Votes For: Against: Abstain: Broker Non-Votes:
52,228,195 723,949  209,032  4,801,697


Proposal 2 was approved on an advisory basis.
(3) The Company's stockholders recommended, on a nonbinding advisory basis, the
frequency of the advisory vote on executive compensation paid by the Company to
its named executive officers, by the votes set forth in the table below:
1 Year:    2 Years: 3 Years:  Abstain:
47,824,421 11,405   5,249,435 75,915

For Proposal 3, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is held or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company's stockholders.


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(4) The Company's stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company's financial statements for the year ended December 31, 2023: Votes For: Against: Abstain: Broker Non-Votes 57,688,010 267,836 7,027

           0


Proposal 4 was approved.
(5) The Company's stockholders approved the amendment to the Company's Restated
Certificate of Incorporation to limit the liability of certain officers of the
Company, by the votes set forth in the table below:
Votes For: Against:  Abstain: Broker Non-Votes
46,367,531 6,712,294 81,351   4,801,697


Proposal 5 was approved.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits to this Current Report on Form 8-K are listed in the "Exhibit
Index" which is contained herein and incorporated herein by reference.
                                 Exhibit Index
Exhibit   Description of Exhibit
Number

3.1         Certificate of Amendment of the Restated Certificate of Incorporation
          of Perdoceo Education Corporation dated May 25, 2023.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)



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