Adtalem Global Education Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 |
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.
Item 5.07Submission Matters to a Vote of Security Holders.
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. |
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 |
| 2. | Ratification of the selection of PricewaterhouseCoopers LLP as Adtalem’s independent registered public account firm for 2025. Our shareholders approved this proposal. |
FOR | AGAINST | ABSTAIN |
33,848,340 | 629,766 | 548,702 |
| 3. | An advisory vote on the compensation of Adtalem’s named executive officers. Our shareholders approved this proposal. |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
31,744,452 | 847,326 | 740,983 | 1,694,047 |
Item 9.01Financial Statements and Exhibits.
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) |
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 and Institutional Support Services | ||
Date: November 19, 2024