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MARYLAND
(State or other jurisdiction of
incorporation or organization) |
0-21039
(Commission File Number)
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52-1975978
(IRS Employer
Identification Number)
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| 1100 Wilson Blvd., Suite 2500 | 22209 | |
| Arlington, VA | (Zip Code) | |
| (Address of principal executive offices) | ||
| (703) 247-2500 | ||
| (Registrant's telephone number, including area code) | ||
| Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
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1.
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Article II, Section 3: Special Meetings. Sets forth procedures by which stockholders may call a special meeting of stockholders and specifies the information that the stockholders must provide to the Corporation when calling a special meeting.
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2.
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Article II, Section 4: Conduct of Meetings. Sets forth that the Chairman of the Board will conduct stockholders’ meetings and may prescribe such rules, regulations and procedures and take such actions in his or her discretion.
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3.
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Article II, Section 12: Advance Notice of Stockholder Nominees for Directors and Other Stockholder Proposals. Sets forth procedures by which stockholders must provide advance notice to the Corporation of stockholder nominees for directors and other stockholder proposals at stockholder meetings.
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4.
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Article II, Section 13: Telephone Meetings. A provision was added that allows the Board to permit stockholders to participate in meetings by telephone.
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5.
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Article II, Section 14: Inspectors. Provides that the Board or the chair of the stockholders’ meeting may appoint inspectors of election to act at stockholders’ meetings.
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6.
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Article IV: Committees. Sets forth the Corporation’s specific Board committees, provides that a committee may consist of one or more Board members, and provides that the Board may delegate its powers to any committee, except as prohibited by law.
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7.
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Article IV, Section 10: Emergency. Permits the Board to appoint a minimum of two Board members to conduct and management the affairs and business of the Corporation in the event of a state of disaster.
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8.
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Article V, Section 3: Chief Executive Officer. Adds the Chief Executive Officer position to the list of positions enumerated in the Bylaws.
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9.
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Article V, Section 10: Officers. Provides that the Board may create officer positions that are not enumerated in the Bylaws.
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10.
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Article VII, Section 1: Stock Certificates. Specifies that the Board may provide for uncertificated shares.
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11.
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Article VII, Section 5: Dividends. Provides that the Corporation may declare dividends subject to applicable provisions of law and the Corporation’s Articles of Incorporation.
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12.
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Article VII, Section 7: Certification of Beneficial Owners. Sets forth a procedure by which a stockholder may certify beneficial ownership in the Corporation’s stock.
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13.
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Article VIII, Section 4: Amendment of Bylaws. Revises the procedure to amend the Bylaws to provide that the Bylaws may be amended only by the affirmative vote of a majority of the Board.
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Exhibit Number
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Description
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3.1
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Amended and Restated Bylaws
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| STRAYER EDUCATION, INC. | ||||
| Date: November 4, 2010 | By: | /s/ Mark C. Brown | ||
| Mark C. Brown | ||||
| Executive Vice President and Chief Financial Officer | ||||
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Exhibit Number
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Description
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3.1
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Amended and Restated Bylaws
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