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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)

​

 

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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​

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Title of each class

    

Trading Symbol

    

Name of each exchange on
which registered

Common Stock $0.01 Par Value

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ATGE

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New York Stock Exchange

Common Stock $0.01 Par Value

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ATGE

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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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​

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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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​

​

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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.

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ADTALEM GLOBAL EDUCATION INC.

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​

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By:

/s/ Douglas G. Beck

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​

Douglas G. Beck

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Senior Vice President, General Counsel and Corporate Secretary and Institutional Support Services

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Date: November 19, 2024

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​

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Exhibit 99.1

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News Release

Graphic

Investor Contact

Jay Spitzer

Investor.Relations@Adtalem.com

+1 312-906-6600

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Media Contact

Jordana Strosberg

AdtalemMedia@Adtalem.com

+1 313-938-5481

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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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Nov. 13, 2024
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Entity Registrant Name ADTALEM GLOBAL EDUCATION INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 36-3150143
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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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