Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 13, 2024

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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, IL		60661
(Address of principal executive offices)		(Zip Code)

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(312) (651-1400)

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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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	​	Chicago Stock Exchange

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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On November 13, 2024, the Board of Directors (the “Board”) of Adtalem Global Education Inc. (“Adtalem” or “the Company”) unanimously elected Stephen W. Beard, Adtalem’s President and Chief Executive Officer, as Chairman of the Board effective immediately. Mr. Beard has served as a director and President and CEO of Adtalem since 2021 and succeeds Michael W. Malafronte as Chairman of the Board. Mr. Malafronte will continue to serve on the Board as Lead Independent Director, Chair of the Compensation Committee, and a member of the Academic Quality Committee. A copy of the Company’s press release announcing the Board changes is furnished as Exhibit 99.1 hereto.

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Item 5.07Submission Matters to a Vote of Security Holders.

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On November 13, 2024, Adtalem 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 2025 Annual Meeting of Shareholders or until his or her successor has been duly elected or qualified.

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DIRECTOR	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Stephen W. Beard	33,253,740	66,330	12,691	1,694,047
William W. Burke	33,014,155	305,913	12,693	1,694,047
Donna J. Hrinak	33,184,381	136,028	12,352	1,694,047
Georgette Kiser	33,185,702	134,643	12,416	1,694,047
Liam Krehbiel	33,191,070	129,015	12,676	1,694,047
Michael W. Malafronte	32,928,573	391,427	12,761	1,694,047
Sharon L. O’Keefe	33,049,231	271,170	12,360	1,694,047
Kenneth J. Phelan	33,210,053	109,880	12,828	1,694,047
Betty Vandenbosch	33,238,463	81,938	12,360	1,694,047
Lisa W. Wardell	33,128,961	191,340	12,460	1,694,047

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2.

Ratification of the selection of PricewaterhouseCoopers LLP as Adtalem’s independent registered public account firm for 2025. Our shareholders approved this proposal.

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FOR	AGAINST	ABSTAIN
33,848,340	629,766	548,702

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3.

An advisory vote on the compensation of Adtalem’s named executive officers. Our shareholders approved this proposal.

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FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
31,744,452	847,326	740,983	1,694,047

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Item 9.01Financial Statements and Exhibits.

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99.1		Press release of Adtalem Global Education Inc. dated November 19, 2024.
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

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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.
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	By:	/s/ Douglas G. Beck
​	​	Douglas G. Beck
​	​	Senior Vice President, General Counsel and Corporate Secretary and Institutional Support Services

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Date: November 19, 2024

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Exhibit 99.1

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News Release

Investor Contact

Jay Spitzer

[e-mail]

[phone]

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Media Contact

Jordana Strosberg

[e-mail]

[phone]

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Adtalem Global Education President and CEO Steve Beard Named as Board Chairman

CHICAGO – Nov. 19, 2024 – Adtalem Global Education Inc. (NYSE: ATGE), the leading healthcare educator in the United States, today announced Steve Beard, president and chief executive officer, was unanimously elected by the Company’s board of directors to the additional position of board chairman, effective immediately. Beard succeeds Michael W. Malafronte, who transitioned from chairman to lead independent director and joined the academic quality committee.

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“Steve Beard earning the role of chairman is a testament to his exceptional leadership and unwavering commitment to our mission at Adtalem,” said Malafronte. “His demonstrated track record of high performance and integrity has not only propelled our organization forward but has also positioned us to make a significant impact in higher education and healthcare. We are confident that under his continued guidance, Adtalem will reach new heights and drive transformative change in the lives of our students and the communities we serve.” 

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“I am honored to step into the role of chairman of the board in addition to my responsibilities as CEO, and I want to extend my gratitude to Michael Malafronte for his tremendous leadership and service,” said Beard. “At Adtalem, we are training day-one, practice-ready professionals and empowering our more than 90,000 current students and over 350,000 alumni to reach their full potential. Together — and in partnership with our board — we will continue our mission to scale Adtalem as a force for good, championing access to high-quality education and preparing the clinicians of tomorrow who will transform the landscape of healthcare.” 

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Beard was appointed as the Company’s president and chief executive officer and a board director in September 2021. With the acquisition of Walden University in August 2021 and integrating its five like-kind institutions, he has been integral in transforming Adtalem into the leading healthcare educator in the U.S. Under Beard’s leadership and vision, Adtalem is expanding its societal impact, providing inclusive access to post-secondary education, addressing critical healthcare labor shortages, and advancing health equity and diversity through its Growth with Purpose strategy.

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Starting the second year of its three-year Growth with Purpose strategy, Adtalem recently reported its first quarter fiscal year 2025 results. Total enrollment accelerated with sustained high student persistence, surpassing 90,000 students, a growth rate of 11.2% year-over-year, with approximately 90% of students enrolled in a healthcare-focused program.

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About Adtalem Global Education

Adtalem Global Education is the leading provider of healthcare education in the U.S., shaping the future of healthcare by preparing a diverse workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and inclusivity is reflected in our expansive network of institutions, serving over 90,000 students and supported by a strong community of approximately 350,000 alumni and nearly 10,000 dedicated employees. Visit Adtalem.com for more information and follow us on LinkedIn, Instagram and Facebook.

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Document and Entity Information	Nov. 13, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 2024
Entity File Number	001-13988
Entity Registrant Name	ADTALEM GLOBAL EDUCATION INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3150143
Entity Address, Address Line One	500 West Monroe
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	651-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000730464
Amendment Flag	false
New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ATGE
Security Exchange Name	NYSE
Chicago Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ATGE
Security Exchange Name	CHX

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