8-K
Covista Inc. (CVSA)
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): June 6, 2022
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13988 | 36-3150143 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 500 West Monroe | 60661 | |
| --- | --- | |
| Chicago, IL 60661 | (Zip Code) | |
| (Address of principal executive offices) |
(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 which registered |
|---|---|---|
| Common Stock $0.01 Par Value | ATGE | NYSE |
| 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory<br> Arrangement of Certain Officers |
|---|
(d) The Adtalem Board of Directors (the “Board”) has appointed Mr. William (“Liam”) Krehbiel as an independent member of Adtalem’s Board effective June 6, 2022. Mr. Krehbiel will stand for re-election at Adtalem’s 2022 annual meeting of stockholders. Mr. Krehbiel 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 8, 2021.
There are no arrangements or understandings between Mr. Krehbiel or any other person pursuant to which he was appointed as a director of Adtalem.
There are no transactions between Mr. Krehbiel 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 eleven to twelve members effective June 6, 2022.
Mr. Krehbiel, 46, is the Founder and Chief Executive Officer of Topography Hospitality, LLC. He is also the Co-managing partner of Ballyfin Demesne, a luxury hotel in Ireland, which opened in 2011. In 2010, Mr. Krehbiel founded A Better Chicago, a not-for-profit corporation and venture philanthropy fund, and currently serves as Chair of its Board. A Better Chicago’s mission is to build a more equitable city for Chicago’s young people and future generations. Mr. Krehbiel served as the Chief Executive Officer of A Better Chicago from 2010 until May 2019. From 2007 to 2010, Mr. Krehbiel was a management consultant at Bain and Company. Prior to joining Bain, Mr. Krehbiel worked with the Edna McConnell Clark Foundation in New York.
In addition to serving as the Chair of A Better Chicago, Mr. Krehbiel is a director of the Civic Consulting Alliance and a trustee of The Civic Federation.
Mr. Krehbiel received a Master of Business Administration degree with a major in business administration and a double concentration in finance and marketing from Northwestern University’s Kellogg School of Management. He received his Bachelor of Arts degree from Dartmouth College.
A copy of the press release announcing the appointment of Mr. Krehbiel as a director is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| 99.1 | Adtalem Global<br> Education Inc. Press Release dated June 6, 2022. |
| --- | --- |
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<br><br> <br>Counsel and Corporate Secretary |
Date: June 6, 2022
Exhibit 99.1
Adtalem Global Education Appoints Liam Krehbiel to its Board of Directors
CHICAGO--(BUSINESS WIRE)--June 6, 2022--Adtalem Global Education (NYSE: ATGE), a leading healthcare educator, today announced the appointment of William “Liam” Krehbiel as an independent member of Adtalem’s board of directors, effective immediately.
“Liam’s passion, energy and commitment to improving equity in education for underserved communities closely aligns with Adtalem’s mission of expanding access to education and improving health equity,” said Steve Beard, president and chief executive officer. “He brings decades of experience as a venture philanthropist dramatically improving educational opportunities for low-income students by funding and scaling the most effective schools and programs in the Chicago area. We are thrilled to have him on our board to add to the depth, experience and insight the board provides to the management team as we focus on serving our students and employers in the rapidly growing healthcare education industry.”
The Adtalem board comprises 12 directors, ten of whom are independent, six of whom are persons of color and four of whom are women. Adtalem’s board succession process includes regular evaluation of its board composition and regular board refreshment, and with Krehbiel’s appointment, five of its ten independent directors will have joined the Adtalem board since the beginning of 2020. Adtalem’s ongoing process to maintain a board with the optimal mix of skills, expertise and experience is critical to the delivery of long-term value for shareholders and the achievement of superior academic outcomes for our students.
“If we want to address society’s most pressing issues, we have to focus on root causes, and education is at the root of so many of the challenges we face as a nation today, including health inequity,” said Krehbiel. “I am honored to join Adtalem’s board and look forward to working with my fellow directors and the leadership team to leverage Adtalem’s scale in healthcare education to make a meaningful positive social impact while creating value for Adtalem shareholders.”
Krehbiel, 46, **** is the Founder and Chief Executive Officer of Topography Hospitality, LLC. He is also the Co-managing partner of Ballyfin Demesne, a luxury hotel in Ireland, which opened in 2011. In 2010, Krehbiel founded A Better Chicago, a not-for-profit corporation and venture philanthropy fund, and currently serves as Chair of its Board. Focused on expanding access to quality education, A Better Chicago’s mission is to build a more equitable city for Chicago’s youth and future generations. Krehbiel served as the Chief Executive Officer of A Better Chicago from 2010 until May 2019. From 2007 to 2010, he was a management consultant at Bain and Company. Prior to joining Bain, he worked with the Edna McConnell Clark Foundation in New York.
In addition to serving as the Chair of A Better Chicago, Krehbiel is a director of the Civic Consulting Alliance and a trustee of The Civic Federation.
Krehbiel received a Master of Business Administration degree with a major in business administration and a double concentration in finance and marketing from Northwestern University’s Kellogg School of Management. He received his Bachelor of Arts degree from Dartmouth College.
About Adtalem Global Education
Adtalem Global Education (NYSE: ATGE) is a leading healthcare educator and provider of professional talent to the healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to their communities. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem and its institutions have more than 10,000 employees and a network of more than 275,000 alumni. Adtalem was named one of America’s Most Responsible Companies 2021 by Newsweek, and one of America’s Best Employers for Diversity 2021 by Forbes. Follow Adtalem on Twitter @adtalemglobal, LinkedIn or visit Adtalem.com for more information.
Contacts
Investor Contact
Chandrika Nigam
Chandrika.Nigam@Adtalem.com
312-681-3209
Media Contact
Kelly Finelli
Kelly.Finelli@Adtalem.com
872-270-0230