8-K

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): April 18, 2022

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)

(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:

Title of each class	Trading Symbol	Name of each exchange on<br><br> <br>which registered
Common Stock $0.01 Par Value	ATGE	New York Stock Exchange
Common Stock $0.01 Par Value	ATGE	Chicago Stock Exchange

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. ☐

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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 April 18, 2022, Adtalem Global Education Inc. (“Adtalem”) appointed Manjunath Gangadharan (39) as Vice President, Chief Accounting Officer and principal accounting officer of Adtalem, effective as of April 18, 2022.  Robert J. Phelan will continue to serve as the Company’s Chief Financial Officer and principal financial officer.

Prior to joining Adtalem, Mr. Gangadharan served as the Vice President, Corporate Controller for Culligan International (“Culligan”), since April 2021.  Prior to joining Culligan, Mr. Gangadharan served as the Chief Accounting Officer for Groupon Inc. (“Groupon”), since February 2020, and prior to that served in various roles at Groupon including as Senior Director, North America Controller and Head of Global Payroll and Shared Services from May 2019 to February 2020; Director of Corporate Accounting from April 2018 to May 2019; International Goods Controller from December 2016 to April 2018; Corporate Accounting Senior Manager from April 2015 to December 2016; and Corporate Accounting Manager from July 2014 to April 2015.  Prior to joining Groupon, Mr. Gangadharan was the Accounting Policies and Procedures Manager at Sony Corporation of America, a subsidiary of Sony Corporation, from October 2012 to July 2014.  Mr. Gangadharan began his career as an auditor at Deloitte & Touche, a public accounting firm.

There are no arrangements or understandings between Mr. Gangadharan and any other person pursuant to which he was selected as Chief Accounting Officer.  There are also no family relationships between Mr. Gangadharan and any director or officer of Adtalem and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his employment with Adtalem, Adtalem and Mr. Gangadharan entered into an Offer Letter (the “Offer Letter”), dated as of March 18, 2022.  Pursuant to the terms of the Offer Letter, Mr. Gangadharan will be paid (i) an annual base salary of $325,000; (ii) an annual cash bonus target opportunity equal to 50% percent of his base salary, subject to the attainment of certain performance goals established by the Compensation Committee of the Adtalem Board of Directors (the “Compensation Committee”); and (iii) an annual long-term incentive equity grant, subject to the attainment of certain performance goals established by the Compensation Committee.

In addition, Mr. Gangadharan will also receive a one-time award of restricted stock units with a grant date value of $175,000.  Subject to Mr. Gangadharan’s continued employment with Adtalem, the award will vest one-fourth per year over four years from the grant date.  Mr. Gangadharan is also eligible for a cash bonus valued at $75,000 payable in two installments in 2022.

The description of the terms of Mr. Gangadharan’s employment is not complete and is qualified in its entirety by the Offer Letter between Adtalem and Mr. Gangadharan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item

        9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Offer Letter between Adtalem Global<br> Education Inc. and Manjunath Gangadharan dated March 18, 2022.

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SIGNATURE

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/ Robert J. Phelan
Name:	Robert J. Phelan
Title:	Senior Vice President and Chief Financial Officer

Date: April 18, 2022

Exhibit 10.1

March 18, 2022

Manjunath Gangadharan

2643 N Paulina Street

Chicago, IL 60614

Dear Manjunath,

Adtalem Global Education continually seeks talented individuals to add insight and experience to our organization. Based on our conversations, we feel that your talents, energy, and the dedication you bring to our organization will move us forward in our journey to become the premier provider of education services. We are pleased to extend our offer, of Regular Full-Time Employment, to you as Vice President and Chief Accounting Officer reporting to Bob Phelan, SVP and Chief Financial Officer. The effective date of this offer will be April 18, 2022.

Subject to the specific provisions of the Adtalem Global Education compensation policy the key components of your compensation package are as follows:

ANNUAL BASE SALARY: Your salary is $325,000.00/Yr. and is payable in bi-weekly installments. Your salary will be reviewed annually at the close of the fiscal year June 30, 2023. Based upon a written performance appraisal, merit increases are effective in September.

INCENTIVE OPPORTUNITY: The opportunity to earn an annual management incentive (MIP) targeted at 50% of your base salary, with a potential maximum of 200% of this target. This incentive will be prorated from your first day of employment and be based on your performance as measured against specified criteria and the financial and operating results of the Company. This incentive is paid at the end of Adtalem's fiscal year.

LONG TERM INCENTIVE (LTI): You will be eligible to participate in a long-term incentive program commensurate with similar positions in the Adtalem organization. Long-term incentive opportunities currently come in the form of options, performance shares and/or restricted stock grants typically made in the first quarter of the fiscal year. You will have a general long-term incentive that is approximately 50% of your annual salary, however, long-term incentive awards are discretionary in nature and subject to receiving Board approval for grants each year. The size of the award granted to you each year will be based on an assessment of past performance and future potential and the actual award may vary above or below this target from year to year.

ONE TIME LTI SIGN ON BONUS: You will be provided LTI with the grant date value of $175,000. This award will be delivered in the form of time-based restricted stock units at the first Board meeting following your official start date. This award will vest 25% per year over the first four years from the date of grant.

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ONE TIME CASH SIGN ON BONUS: You will be eligible for a cash bonus valued at $75,000 (minus applicable taxes) payable in two installments, the first half in July 2022 and the second half in October 2022. This is separate from your annual incentive target.

BENEFITS: You will be eligible to participate in our benefits program, which includes medical and dental insurance, life, disability, holiday and vacation pay, tuition benefits, and a 401(k) plan. Specific details of your eligibility for these and other benefits will be described to you during your new-hire orientation.

PAID TIME OFF: In addition to Adtalem’s normal 11 set holidays, at the upper management and executive levels, Adtalem offers a Flexible Time Off (FTO) program. Under this program, you will not accrue a set number of paid time off days. Instead, this program has no allotment of a specific number of days and allows you to take the amount of paid time off you need. All time off requests will be subject to manager approval and policy guidelines.

I9/EMPLOYMENT ELIGIBILITY: Adtalem Global Education is required by law to have each of our colleagues complete a Form I-9. The Form I-9 is used to verify an individual’s identity and establish that the individual is eligible to work in the United States. The form I-9 is required by law to be completed within your first three (3) days of employment. You will complete your I-9 electronically through Equifax’s I-9 management system. Instructions on how to complete this form are detailed on the “Employment Eligibility Flyer” and the “Completing your Electronic I-9” documents.

BACKGROUND CHECK: This offer is also contingent upon the successful completion of a background/reference check and may include a pre-employment drug-screen if required for the position. Candidates currently employed with the VA: Evidence that you have obtained the necessary conflict of interest waiver from the Department of Veterans Affairs is also required prior to the designated start date. By signing this offer letter, you agree and represent that you are not bound by any agreement or understanding which would prevent you from fully performing the duties of the job that you’ve been offered or would otherwise preclude or restrict you from accepting employment with Adtalem Global Education.

You agree that you will neither use nor disclose to anyone at Adtalem Global Education or its affiliates, any proprietary or confidential information you have from any former employer. We also suggest that you destroy or return any such proprietary or confidential information to the company from which you received it.

Your employment with Adtalem Global Education is an employment-at-will relationship that can be terminated either by yourself or Adtalem Global Education at any time for any reason.

To ensure no delays in your onboarding process, please sign this letter via DocuSign promptly.

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Congratulations again and best of luck in your new position! Welcome to Adtalem Global Education!

Sincerely,

	3/18/2022
Amanda Simpson	Date
Senior Talent Acquisition Consultant
	3/18/2022
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Manjunath Gangadharan	Date