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): March 31, 2021

ADTALEM GLOBAL EDUCATION INC.

(Exact name of registrant as specified in its charter)

(866) 374-2678

(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:

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 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(d) The Adtalem Board of Directors (the “Board”) has appointed Dr. Charles DeShazer as an independent member of Adtalem’s Board effective April 2, 2021.  Dr. DeShazer will stand for re-election at Adtalem’s 2021 annual meeting of stockholders.  Dr. DeShazer will receive compensation and benefits from Adtalem for service on the Board on the same terms as other non-employee directors as described in Adtalem’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 15, 2020.

The Board has appointed Dr. DeShazer to the Academic Quality and External Relations committees of the Board.

There are no arrangements or understandings between Dr. DeShazer or any other person pursuant to which he was appointed as a director of Adtalem.

There are no transactions between Dr. DeShazer and Adtalem that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933.

In connection with the foregoing appointments, the Board approved an increase in the size of the Board from nine to ten members effective April 2, 2021.

A copy of the press release announcing the appointment of Dr. DeShazer as a director is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Dr. DeShazer, 62, is the Director, Clinician Product for Google Health.  He joined Google in March of 2021 and helps lead the development of their Electronic Health Record search products.  He previously was the Senior Vice President and Chief Medical Officer of Highmark, Inc., one of the largest insurance organizations in the United States.  Dr. DeShazer served in this role since 2017 and was responsible for defining clinical strategy, overall medical leadership, and providing direction in the development, organization, management, and strategic direction of Highmark’s processes related to health care quality, efficiency, and cost improvement.  Dr. DeShazer joined Highmark in 2016 as Vice President and Executive Medical Director, Clinical Services.  Prior to joining Highmark, Dr. DeShazer served as the Chief Quality Officer for BayCare Health System from 2012-2016.  From 2010-2012 he served as Vice President, Medical Information, Quality and Transformation for Dean Health System.

Item 9.01              Financial Statements and Exhibits

99.1

Adtalem Global Education Inc. Press Release dated March 31, 2021.

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.

Date: March 31, 2021

Exhibit 99.1

Adtalem Global Education Appoints Dr. Charles DeShazer to Its Board of Directors

CHICAGO--(BUSINESS WIRE)--March 31, 2021--Adtalem Global Education (NYSE: ATGE), a leading workforce solutions provider, today announced the appointment of Dr. Charles DeShazer as an independent member of Adtalem’s board of directors.

“We are thrilled to welcome Charles to the Adtalem board. Charles’ impressive leadership experience across the healthcare services ecosystem, coupled with his background as a board-certified M.D. in internal medicine, will enable us to leverage his expertise in executing our strategy of becoming a leading provider of workforce solutions to the rapidly-evolving healthcare industry,” stated Lisa Wardell, chairman and CEO of Adtalem Global Education. “As technology accelerates changes in the way patients seek and receive care, Charles’ unique perspectives will greatly help us in further enhancing our programs and offerings to meet the evolving needs of our healthcare employer partners and addressing the critical talent shortages facing the sector.”

With this appointment, the Adtalem board of directors will be composed of 10 directors, nine of whom are independent. The board’s gender and ethnic composition includes four women and five persons of color, demonstrating Adtalem’s ongoing commitment to board diversity as a business imperative.

DeShazer currently serves as the director of clinical products at Google where he helps lead the design and implementation of an intelligent suite of tools that help healthcare providers deliver better patient care. Prior to this role, DeShazer served as the senior vice president and chief medical officer (CMO) of Highmark, Inc., one of the largest insurance organizations in the U.S from 2017 to 2021. In this role, he oversaw the company’s clinical strategy, overall medical leadership and provided oversight of Highmark, Inc.'s strategic direction and processes related to health care quality, efficiency and cost improvement. Additionally, as the CMO for the primary division of Highmark Health, DeShazer also interacted regularly with the smaller health system division, Allegheny Health Network, as well as Penn State Health, a large academic health system governed jointly by Penn State University and Highmark Health through a significant minority ownership investment. Prior to Highmark, DeShazer has served for more than 25 years in various executive leadership roles overseeing medical informatics, quality improvement, medical management and care delivery redesign across several organizations, including: a leading U.S. healthcare system, Baycare; health insurance companies, Humana and Highmark; and at the leading integrated health organization, Kaiser Permanente.

About Adtalem Global Education

The purpose of Adtalem Global Education is to empower students to achieve their goals, find success, and make inspiring contributions to our global community. Adtalem Global Education Inc. (NYSE: ATGE; member S&P MidCap 400 Index) is a leading global education provider and the parent organization of American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, Chamberlain University, EduPristine, Ross University School of Medicine and Ross University School of Veterinary Medicine. For more information, please visit adtalem.com and follow on Twitter (@adtalemglobal) and LinkedIn.

Contacts

Investor Contact:

        Maureen Resac 

        Maureen.Resac@Adtalem.com

        312-651-1481

Media Contact:

        John Kristoff 

        John.Kristoff@Adtalem.com

        312-651-1437