American Public Education, Inc. (APEI)
NASDAQ: APEI · Real-Time Price · USD
51.51
-0.08 (-0.16%)
May 22, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 22, 2026

Operator

Hello. Thank you for standing by. At this time, I would like to welcome everyone to the APEI Annual Meeting of Stockholders. I will turn the call over to Daniel Pianko, Chair of the APEI Board of Directors. Please go ahead.

Daniel Pianko
Chair of Board of Directors, APEI

Good morning. Welcome to the 2026 Annual Meeting of Stockholders of American Public Education, Inc. On behalf of the Board of Directors, thank you for your continued trust and support. I'm Daniel Pianko, Chair of APEI's Board of Directors. At this time, I call the meeting to order. Before we turn to the business of the meeting, I would like to make a few introductory remarks. At APEI, we live our mission every day to power purpose, potential, and prosperity for our students in service to others. Across each of our education units, we remain focused on delivering high-quality student experiences, improving learning outcomes, and providing affordable, relevant, and accessible education. Our vision is clear. Transform lives, advance careers, and strengthen communities. It continues to guide our strategy and execution.

Within our Health+ segment, Rasmussen University and Hondros College of Nursing have continued to demonstrate strong performance, supported by enrollment growth of 9% and 12% in 2025, respectively. This growth contributed to a 14% increase in revenue at Rasmussen University and an 11% increase at Hondros College of Nursing. We believe that continued improvements in student success will support sustained enrollment growth and stronger financial performance over time. In our Military+ segment, we continue to invest in serving active duty military, veterans, and their families. Even in the face of the federal government shutdown during the fourth quarter, American Public University System delivered full year 2025 revenue growth, demonstrating resilience and underlying strength. We remain committed to serving this student population and are focused on sustaining that momentum. From a financial perspective, 2025 marked a year of strong performance and meaningful progress.

The company generated revenue of $648.9 million, net income available to common stockholders of $25.3 million and adjusted EBITDA of $85.7 million and diluted earnings per share of $1.36. These results reflect disciplined execution across the organization and a continued focus on both growth and operational efficiency. Importantly, we also took meaningful steps in 2025 to simplify and strengthen our balance sheet and enhance financial flexibility. During the year, we executed on several initiatives that generated savings and improved our cost structure, including the redemption of all outstanding shares of preferred stock, which eliminated approximately $6 million of annual cash dividend obligations, and the sale of certain real estate assets, which streamlined operations and reduced ongoing costs. In addition, we eliminated approximately $4 million of annual lease expense in connection with the sale of Graduate School USA and refinanced our debt, resulting in approximately $3.7 million of annual interest savings.

In aggregate, these actions will generate approximately $13.7 million of annualized savings beginning in 2026. These actions, combined with strong cash generation, have strengthened our liquidity position and provide us with the flexibility to invest in future growth while continuing to return value to shareholders. We remain focused on outcomes that support long-term value creation for our students and shareholders. With a strong balance sheet, improving operating performance, and continued investment in our institutions, we believe we are well-positioned for the future. Thank you again for your continued support of APEI. I will now turn to the formal business of today's meeting.

There are three items of business on today's agenda, which are voting on the election of directors, the approval of a non-binding advisory basis of the compensation paid to our named executive officers, and the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. As the company's bylaws provide, I am chair of this meeting. Tom Beckett, the company's Senior Vice President, General Counsel, and Secretary, will act as Secretary of the Meeting and has also been appointed as Inspector of Elections and has previously taken his oath as Inspector of Elections. There will be an opportunity to ask questions pertinent to the proposals to be voted on at this meeting after all the proposals have been presented and to ask more general questions at the conclusion of the meeting.

Stockholders may submit questions or comments using the designated field on the annual meeting web portal at any time during this meeting. We will attempt to ensure that pertinent questions and comments are read aloud and representatives from management or the board of directors will respond. Rules and procedures that apply to the meeting and the Q&A sessions have been posted in the virtual meeting website. In order to conduct an orderly meeting, we ask that the stockholders follow these rules. I would now like to take the opportunity to introduce our directors present with us today. In addition to me, the current directors present today are Granetta Blevins, Michael Braner, Anna Fabrega, Angela Selden, our President and Chief Executive Officer, and Richard Statuto. Also present today is Ed Codispoti, our Chief Financial Officer.

During the Q&A sessions, Ms. Selden and Mr. Codispoti will be available to answer any pertinent questions. Lissa Perez and Nadia Parekh of Deloitte & Touche LLP, the company's independent registered public accounting firm, are also present today. At the appropriate times, Ms. Perez and Ms. Parekh will be available to answer any questions you may have. Tom, please report on the record date and preliminary proxies.

Tom Beckett
SVP, General Counsel, and Secretary, APEI

Thank you, Daniel. The board of directors set March 26, 2026, as the date of record for determining stockholders entitled to vote at this meeting. As of the record date, there were 18,411,154 shares of common stock outstanding held by 386 stockholders of record. The company has received an affidavit of mailing that states that the notice of meeting was mailed on or about April 9, 2026, to stockholders of record as of March 26, 2026. The affidavit of mailing will be made part of the minutes of the meeting. There are present at this meeting, in person and by proxy, stockholders of record holding in excess of a majority of the company's issued and outstanding shares entitled to vote at today's meeting. That represents a quorum, and as a result, the meeting is duly constituted, and the business of the meeting may proceed.

All proxies previously received will be voted as marked by the stockholders signing them. If you have voted by proxy or have already voted by telephone or internet, you do not need to take any further action unless you wish to change your vote. Any stockholders who have not yet voted or wish to change their votes may do so by voting on the web portal.

Daniel Pianko
Chair of Board of Directors, APEI

We will now proceed with the business of the meeting. After the presentation of the proposals, we will open the floor for questions and comments on the proposals. After we adjourn the meeting, we will entertain questions from stockholders on the company's business. The first item of business today is the election of directors. six directors have been nominated for election at today's meeting, and nominees are elected as directors by a majority of the votes cast. The directors elected today will hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. The nominees are Granetta Blevins, Michael Braner, Anna Fabrega, me, Daniel Pianko, Angela Selden, and Richard Statuto. The second item of business today is the approval by a non-binding advisory vote of the compensation paid to our named executive officers.

Our board and our compensation committee actively review and assess our executive compensation program in light of executive compensation governance and best practices, as well as changes in our industry and the marketplace for executive talent. We encourage stockholders to read the compensation discussion and analysis and compensation tables and disclosure sections of our proxy statement for a detailed discussion of our executive compensation programs and policies, including the actions taken with respect to the 2025 compensation and the compensation paid to our named executive officers. The following resolution related to this proposal is set forth in the company's proxy statement. Resolved that the compensation paid to the American Public Education, Inc.

named executive officers, as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables, and any other related disclosure is hereby approved. The last matter being submitted to stockholders for action is the ratification of our company's appointment of Deloitte & Touche LLP as American Public Education, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative vote of at least a majority of the shares of our voting stock entitled to vote and represented in person or by proxy at this meeting is required to ratify Deloitte's appointment.

The board of directors has unanimously recommended that the stockholders vote for each of the nominees for director for approval of the compensation paid to our named executive officers as disclosed in the company's proxy statement and for ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. I now open the floor for questions and comments regarding these proposals. Validated stockholders will be able to enter questions and comments in the designated field on the web portal. We will attempt to ensure that everyone who has a question or comment will have a chance to be heard, and either I or representatives of management will respond.

However, in the interest of time, we will limit each individual to one question or comment at a time and five questions total, and discussion on each question or comment will be limited to 5 minutes. In addition, questions or comments that are about personal concerns not shared by stockholders generally or use offensive language will not be addressed pursuant to the rules and procedures posted at the virtual meeting website. Finally, our remarks made today may contain forward-looking statements. Actual results could differ materially from these projected, including as a result of risks discussed in our most recent reports on Form 10-K and 10-Q and our other filings with the SEC. The company undertakes no obligation to update publicly any forward-looking statement for any reason unless required by law, even if new information becomes available or other events occur in the future.

Tom, are there any questions or comments pertinent to the proposals at this time?

Tom Beckett
SVP, General Counsel, and Secretary, APEI

There are no questions or comments at this time.

Daniel Pianko
Chair of Board of Directors, APEI

Seeing no further questions or comments at this time, that concludes this Q&A session. The polls remain open, and we will now pause to give stockholders who have not yet voted or who wish to change their vote the opportunity to do so. Now that everyone has had the opportunity to vote, the polls for the 2026 annual meeting are officially closed. I understand that votes have been counted, and the Inspector of Elections is now able to provide a preliminary report on the voting results for each of the proposals.

Tom Beckett
SVP, General Counsel, and Secretary, APEI

Thank you, Daniel. I've determined that a sufficient number of votes have been cast for me to provide this preliminary report, which is subject to final tabulation and verification. Each of the six nominees for election as a director has received a majority of the votes cast. The stockholder advisory vote on the compensation paid to our named executive officers received the approval of a majority of the shares present at the meeting in person or by proxy. Finally, a majority of the shares present at the meeting, in person or by proxy, voted in favor of the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Daniel Pianko
Chair of Board of Directors, APEI

Thank you, Tom. Based on your preliminary report, each of the six nominees for Director of American Public Education, Inc. has been duly elected to serve for the term expiring on the date of the company's 2027 annual meeting and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. The compensation paid to our named executive officers has been approved on an advisory basis, and the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified. The Inspector of Elections will provide a written report of the final vote counts with respect to the matters voted on today, which will be included in the minutes of this meeting. The company will report the final vote results in a current report or Form 8-K within four business days.

This concludes the formal business of the meeting. The meeting is now adjourned, and we will open the floor to general questions and comments.

Tom Beckett
SVP, General Counsel, and Secretary, APEI

There are no questions or comments at this time.

Daniel Pianko
Chair of Board of Directors, APEI

Seeing no questions or comments at this time, that concludes the general Q&A session. I want to thank all of you for attending today's meeting and for your continued support of American Public Education, Inc.

Operator

This concludes today's meeting. We thank you for joining. You may now disconnect.

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