🧾 What This Document Is

This is a proxy statement (DEF 14A), a formal document sent to shareholders before an annual meeting. Its purpose is to provide the information needed to vote on company matters. Think of it as the official agenda and ballot for Grand Canyon Education's (ticker: LOPE) 2026 annual shareholder meeting.

👉 In simple terms: It's your packet of info and voting form if you own stock in this company.

🏢 What The Company Does

Grand Canyon Education, Inc. is a publicly traded education services company. It's not a university itself, but it provides critical services and support to Grand Canyon University (GCU), a large, non-profit Christian university in Arizona. GCE operates in a partner model, offering technology, marketing, and other support services to the university.

👉 In simple terms: GCE is the behind-the-scenes engine that powers the operational side of Grand Canyon University.

🗳️ The Four Big Votes

Shareholders are being asked to decide on four main proposals at the meeting:

1. Elect Six Directors: Vote to approve the company's recommended board members for one-year terms.
2. Adopt a New Equity Incentive Plan: Approve the 2026 Equity Incentive Plan to replace the expiring 2017 plan. This plan allows the company to grant stock awards to attract and retain talent.
3. Approve Executive Compensation (Advisory Vote): Cast a non-binding vote on whether you agree with how the top executives are paid.
4. Ratify the Auditor: Formally approve the appointment of KPMG LLP as the company's independent accounting firm for 2026.

👉 Key Detail: The vote for directors and the new equity plan require a majority of votes cast to pass. The other two require a majority of shares present.

👥 Meet The Board Nominees

The board is a mix of internal leadership and independent outsiders. The six nominees for election are:

• Brian E. Mueller (Age 72): The CEO and Chairman. He's the only non-independent director and has led the company since 2008.
• Sara Ward (Age 62): The Lead Independent Director. She chairs governance committees and acts as a key link between other independent directors and management.
• The other four nominees (Jack A. Henry, Lisa Graham Keegan, Chevy Humphrey, Kevin F. Warren) are all independent directors, with expertise spanning finance, governance, legal, technology, and sports management (Mr. Warren is President/CEO of the Chicago Bears).

👉 Why it matters: The board provides oversight. Having a strong independent majority (5 out of 6) is a key governance practice meant to ensure decisions are made in all shareholders' best interests.

💰 The New Equity Plan (Proposal 2)

This is a major proposal. The old 2017 plan is expiring. The new 2026 Equity Incentive Plan seeks authorization for:

• 710,000 new shares for awards.
• Plus shares rolled over from the old plan and any shares that get forfeited in the future.
• It allows awards like stock options, restricted stock, and performance shares.

👉 Why it matters: This is the toolbox the company uses to compensate and incentivize employees. Approval ensures they can continue to offer competitive equity packages to hire and keep key people.

⚖️ How The Company Is Run (Governance)

The filing details strong governance practices:

• Board Committees: All key committees (Audit, Compensation, Nominating) are made up entirely of independent directors.
• Meetings: The board met 4 times in 2025, and all directors attended 100% of meetings.
• Risk Oversight: The Audit Committee specifically oversees risks from cybersecurity and climate change. The company notes it has low physical climate risk (e.g., from storms) and no regulatory emissions reporting obligations.
• Stock Ownership: Directors and executives are required to own significant company stock, aligning their interests with shareholders.

👉 What this signals: The company is highlighting its robust oversight and risk management processes to assure investors.

💵 Director & Executive Compensation

• Directors: Non-employee directors receive a $50,000 annual cash retainer plus $75,000 in restricted stock. The Lead Director and Committee Chairs get extra cash fees.
• Executives: The main compensation package for top executives (like the CEO) includes base salary, annual cash bonuses tied to performance, and long-term incentives in the form of stock awards. The philosophy aims to pay for performance and align pay with long-term shareholder value.

👉 The big picture: A significant portion of pay, especially for the CEO, is tied to company performance and stock price.

🔮 What's Next & Key Dates

• Annual Meeting: Wednesday, June 10, 2026, at 10:30 a.m. Arizona time at the company's Phoenix office.
• Record Date: You had to own shares by April 16, 2026, to vote.
• Voting Deadline: Internet votes must be completed before midnight (Arizona time) the day before the meeting.
• Future Proposals: The deadline for submitting a shareholder proposal for the 2027 meeting is around late December 2026.

🧠 The Analogy

Think of Grand Canyon Education's annual meeting like the annual owners' meeting for a major sports stadium. The management team (the Board and CEO) presents the season review (2025 performance), the playbook for next year (the 2026 Equity Plan), and asks the stadium owners (the shareholders) to:

1. Approve the team captains (elect the Board).
2. OK the bonus pool for the players and staff (the equity plan).
3. Give a general assessment of how the coaching staff is paid (advisory vote on compensation).
4. Sign off on the independent auditors who check the books.

🧩 Final Takeaway

This proxy statement is fundamentally about aligning leadership and shareholder interests. Shareholders are asked to renew the board's mandate, approve the tool (the equity plan) used to incentivize the management team, and voice their opinion on executive pay—all core mechanisms to ensure those running the company are focused on creating long-term value for its owners.