UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 15, 2019
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
| | Delaware | 1-13988 | 36-3150143 |
| | (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | |
| | 500 West Monroe | | |
| | Chicago, Illinois | | 60661 |
| | (Address of principal executive offices) | | (Zip Code) |
(630) 515-7700
(Registrant’s telephone number, including area code)
N/A
(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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Name of each exchange on which registered | | Trading Symbol |
Common Stock $0.01 Par Value | | NYSE, CSE | | ATGE |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 16, 2019 Adtalem Global Education Inc. (“Adtalem”) issued a press release announcing that its Board of Directors unanimously elected Lisa W. Wardell, 49, as Chairman of the Board, effective July 16, 2019. Ms. Wardell will continue to serve as Adtalem’s President and Chief Executive Officer, a role she has held since May 2016. Ms. Wardell, a director since 2008, succeeds James D. White, 57, as Chairman of the Board. Mr. White will continue to serve on the board and as chair of the nominating and governance committee.
The Board unanimously elected William W. Burke, a director since January 2017, as lead independent director, also effective July 16, 2019. Burke, 60, will remain chair of the audit and finance committee.
In addition, Ann Weaver Hart, 69, will resign from the board, effective August 28, 2019. Hart had served as a director since February 2016.
A copy of the press release issued by Adtalem on July 16 announcing the foregoing executive appointment is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ADTALEM GLOBAL EDUCATION INC. | |
| | | | |
| | By: | /s/ Stephen W. Beard | |
| | | Stephen W. Beard | |
| | | Senior Vice President, Chief Operating Officer and General Counsel | |
| | | | |
Date: July 16, 2019
