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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) FEBRUARY 22, 2006
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STRAYER EDUCATION, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND
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(State or other jurisdiction of incorporation)
0-21039 52-1975978
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(Commission File Number) (IRS Employer Identification No.)
1100 WILSON BOULEVARD, #2500, ARLINGTON, VA 22209
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(Address of principal executive offices) (Zip Code)
(703) 247-2500
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(Registrant's telephone number, including area code)
N/A
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 22, 2006, the Company received a letter from Steven B. Klinsky
notifying the Company that he will not stand for re-election as a director
at the Company's Annual Meeting of Shareholders to be held in May, 2006
because of other business demands on his time. Mr. Klinsky's term will end
at the Annual Meeting and he will continue to serve as a director until the
Annual Meeting.
Mr. Klinsky's decision not to seek re-election was not because of any
disagreements with the Company on any matter relating to the Company's
operations, policies or practices. In Mr. Klinsky's letter to the Company's
Chairman and Chief Executive Officer, Robert S. Silberman, Mr. Klinsky
stated that: "It has been an absolute pleasure serving on the Board of such
a fine institution. I wish you and the entire management team the best as
you continue to bring value to your shareholders and students." A copy of
Mr. Klinsky's letter to the Company is attached as Exhibit 99.1 and is
incorporated by reference into this Item 5.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.01 Letter dated February 21, 2006 from Steven B. Klinsky to the
Company
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Strayer Education, Inc.
Date:
February 28, 2006 By: /s/ Mark C. Brown
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Mark C. Brown
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.01 Letter dated February 21, 2006 from Steven B. Klinsky
to the Company
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EXHIBIT 99.01
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February 21, 2006
Robert S. Silberman
Strayer Education, Inc.
1100 Wilson Blvd., Suite 2500
Arlington, VA 22209
Dear Rob:
I am writing to inform you that I have decided not to stand for
re-election to the board of Strayer Education, Inc. at this year's annual
meeting of shareholders. Given the ever increasing demands on my time at New
Mountain and its various portfolio companies, I believe that this is the best
decision at this time.
It has been an absolute pleasure serving on the Board of such a fine
institution. I wish you and the entire management team the best as you continue
to bring value to your shareholders and students.
Sincerely,
Steven B. Klinsky
