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AGM 2020

Dec 15, 2020

Nate Davis
Chairman and CEO, K12 Incorporated

Good morning, ladies and gentlemen. I'd like to call the meeting to order. It is my pleasure to welcome you to the 2020 Annual Meeting of the Stockholders of K12 Incorporated. My name is Nate Davis, and I am the Chairman of the Board of Directors and the Chief Executive Officer of the company. I also want to introduce Tim Medina, the Chief Financial Officer of the company. On behalf of the company and its employees, it is my privilege to be here with you today. To support the health and well-being of our stockholders, employees, and their families due to the public health impact of the coronavirus pandemic, we're holding this meeting, this annual meeting, virtually via webcast. If you encounter any technical difficulties accessing or participating in the annual meeting, please refer to the login page for information on how to reach our support team.

In accordance with our bylaws, I will act as Chairman of this meeting, and Vince Mathis, General Counsel and Secretary of the company, will act as Secretary and Inspector of Elections. I have been advised by the Inspector of Elections that a quorum is present by proxy and in person virtually. Therefore, this annual meeting is now called to order. The Secretary has delivered an affidavit of mailing establishing that the notice of this meeting was duly given. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders at the close of business on October 19, 2020, the record date, are entitled to vote at this annual meeting. We will now turn to the business of the annual meeting and vote on the items presented in the proxy statement.

We will conduct this meeting in accordance with the rules and procedures of conduct of the annual meeting located in the bottom right-hand side of your screen. Please review them carefully. The matters to be voted on at this annual meeting are listed in our proxy statement. We will vote after all items have been presented. Stockholders who have voted by proxy need not vote again unless they wish to change their vote. Questions will be entertained following the vote in accordance with the meeting rules and procedures. Proposal number one. The first proposal is for the election of directors. Each director, if elected, will serve a one-year term. The following 10 directors are standing for election: Aida Alvarez, Craig Barrett, Guillermo Bron, Robert Cohen, Nathaniel Davis, John Engler, Steve Fink, Victoria Harker, Robert Knowling Jr., and Liza McFadden. Proposal two, advisory vote to approve the named executive officer compensation.

The second proposal is a non-binding advisory vote to approve the compensation paid to our named executive officers as disclosed in the proxy statement, also known as Say on Pay. Proposal three is the ratification of appointment of independent auditors. The third and final proposal today is the ratification of the Audit Committee's appointment of BDO USA LLP as our independent auditors for the fiscal year ending June 30, 2021. BDO has served as the company's auditors since September of 2005. We will now proceed with voting.

Stockholders who have voted by proxy need not vote again unless they wish to change their vote. If you have not already voted or if you wish to change your vote, please click on the Vote Here button on your screen and follow the instructions provided. We will now pause for a moment to give anyone who hasn't yet voted a chance to vote.

Any votes? Seeing no votes, the voting is now closed. I've been advised by the Inspector of Elections that he has completed the preliminary vote count. He has informed me, and I therefore hereby declare that there was a plurality of votes to elect all 10 nominees to the Board of Directors. The non-binding advisory vote to approve the compensation paid to our named Executive Officers did not receive a majority of votes, and a majority of votes were cast in favor of the proposal to ratify the selection of BDO USA LLP as the company's independent auditors for the fiscal year ending June 30, 2021. We have no other business to conduct today. The annual meeting is adjourned. Management will make a presentation if necessary. Are there any questions? Seeing no questions, we are concluded. Thank you for your time today.

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