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): November 8, 2023
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-13988
| 36-3150143
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 West Monroe
|
| Chicago, Illinois 60661 |
| (Address of principal executive offices) (Zip Code) |
(312) (651-1400)
(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 (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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock $0.01 Par Value
| | ATGE
| | New York Stock Exchange
|
Common Stock $0.01 Par Value
| | ATGE
| | |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 8, 2023, Adtalem Global Education Inc. (“Adtalem” or “the Company”) held its Annual Meeting of Shareholders. The following tables present the final results of voting on each of the matters submitted to a vote of security holders during Adtalem’s Annual Meeting of Shareholders.
| 1. | Election of Directors: Our shareholders elected the following ten directors to serve until the 2024 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified. |
DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| Stephen W. Beard | 37,146,740 | 104,998 | 7,890 | 1,437,453 |
| William W. Burke | 37,021,083 | 164,503 | 74,042 | 1,437,453 |
| Mayur Gupta | 37,078,707 | 165,511 | 15,410 | 1,437,453 |
| Donna J. Hrinak | 37,101,347 | 150,415 | 7,866 | 1,437,453 |
| Georgette Kiser | 37,000,357 | 251,348 | 7,923 | 1,437,453 |
| Liam Krehbiel | 37,079,253 | 163,994 | 16,381 | 1,437,453 |
| Michael W. Malafronte | 36,912,722 | 330,469 | 16,437 | 1,437,453 |
| Sharon L. O’Keefe | 37,010,111 | 241,652 | 7,865 | 1,437,453 |
| Kenneth J. Phelan | 37,038,829 | 204,362 | 16,437 | 1,437,453 |
| Lisa W. Wardell | 37,000,026 | 254,794 | 4,808 | 1,437,453 |
| 2. | Ratification of the selection of PricewaterhouseCoopers LLP as Adtalem’s independent registered public accounting firm for 2024. Our shareholders approved this proposal. |
| FOR | AGAINST | ABSTAIN |
| 37,703,579 | 783,720 | 209,782 |
| 3. | An advisory vote on the compensation of Adtalem’s named executive officers. Our shareholders approved this proposa |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 36,251,135 | 693,516 | 314,977 | 1,437,453 |
4. | An advisory vote to hold future advisory votes to approve named executive officer compensation every year, every two years or every three years. Our shareholders voted, on an advisory basis, to hold future advisory votes on compensation of Adtalem’s named executive officers every year. |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE |
| 33,439,920 | 1,472 | 3,606,839 | 211,397 | 1,437,453 |
| 5. | Approval of an amendment to Adtalem’s Restated Certificate of Incorporation. Our shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 33,597,999 | 3,413,861 | 247,768 | 1,437,453 |
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/ Douglas G. Beck | |
| | | Douglas G. Beck | |
| | | Senior Vice President, General Counsel and Corporate Secretary | |
| | | | |
Date: November 13, 2023
