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): November 9, 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, Illinois 60661
(Address of principal executive offices) (Zip Code)

(312) 651-1400
(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
  
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. ☐


Item 5.02           Departure of Directors or Certain Officers;  Election of Directors; Appointment of Certain Officers;  Compensatory Arrangements of Certain Officers

On November 10, 2022, Adtalem Global Education Inc. (“Adtalem”) issued a press release announcing that its Board of Directors (the “Board”) unanimously elected Michael W. Malafronte, 48, as Chairman of the Board effective November 9, 2022.  Mr. Malafronte, a director since 2016, succeeds Ms. Lisa W. Wardell as Chairman of the Board.  Ms. Wardell, 53, a director since 2008, served as Adtalem’s president and CEO (2016-2019), and then CEO and Chairman (2019-2021), and Executive Chairman (2021-2022).  Ms. Wardell will continue to serve on the Board and as a member of its Academic Quality and External Relations Committees.

A copy of the press release issued by Adtalem on November 10, 2022 announcing Mr. Malafronte’s election as Chairman is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

In addition to the election of Mr. Malafronte as Chairman, the Board reconstituted the membership and Chairs of each of its five standing committees effective November 9, 2022 as follows:

Committee
Membership
Academic Quality
Georgette Kiser (Chair)
Charles DeShazer
Mayur Gupta
Lisa W. Wardell
Audit and Finance
William W. Burke (Chair)
Donna J. Hrinak
Liam Krehbiel
Compensation
Kenneth J. Phelan (Chair)
William W. Burke
Charles DeShazer
Sharon L. O’Keefe
External Relations
Donna J. Hrinak (Chair)
Mayur Gupta
Liam Krehbiel
Kenneth J. Phelan
Lisa W. Wardell
Nominating & Governance Committee
Sharon L. O’Keefe (Chair)
Donna J. Hrinak
Georgette Kiser


Item 5.07           Submission of Matters to a Vote of Security Holders.

On November 9, 2022, 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 eleven directors to serve until the 2023 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified.


 
DIRECTOR
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
Stephen W. Beard
40,804,571
335,466
20,216
1,690,781
William W. Burke
40,700,164
438,757
21,332
1,690,781
Charles DeShazer
40,854,234
284,686
21,333
1,690,781
Mayur Gupta
40,891,860
247,059
21,334
1,690,781
Donna J. Hrinak
40,412,340
727,507
20,406
1,690,781
Georgette Kiser
40,278,449
861,670
20,134
1,690,781
Liam Krehbiel
40,859,199
280,922
20,132
1,690,781
Michael W. Malafronte
40,764,615
375,505
20,133
1,690,781
Sharon L. O’Keefe
37,843,562
3,297,548
19,143
1,690,781
Kenneth J. Phelan
40,712,300
427,808
20,145
1,690,781
Lisa W. Wardell
40,437,219
706,153
16,881
1,690,781


2.
Ratification of the selection of PricewaterhouseCoopers LLP as Adtalem’s independent registered public accounting firm for 2023.  Our shareholders approved this proposal.


FOR
AGAINST
ABSTAIN
42,202,657
633,788
14,589

 
3.
An advisory vote on the compensation of Adtalem’s named executive officers.  Our shareholders approved this proposal.
 
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
39,249,343
1,895,494
15,416
1,690,781
 

Item 9.01           Financial Statements and Exhibits
 
99.1                          Press Release of Adtalem Global Education Inc. dated November 10, 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
Counsel and Corporate Secretary
 
 
 
Date: November 14, 2022


Exhibit 99.1

Adtalem Global Education Board of Directors Elects Michael Malafronte as Chairman

CHICAGO--(BUSINESS WIRE)--November 10, 2022--Adtalem Global Education (NYSE: ATGE), a national leader in post-secondary education and leading provider of professional talent to the healthcare industry, today announced that its board of directors has unanimously elected Michael W. Malafronte, as chairman, effective Nov. 9, 2022. Malafronte has been an independent director on Adtalem’s board since 2016.

“On behalf of Adtalem’s board of directors, we are thrilled to appoint Michael as chairman. Michael’s significant experience with equity markets, his tenure as Adtalem’s compensation committee chair and deep passion for Adtalem’s mission, position him well to both partner with our CEO and lead the board’s oversight of Adtalem’s vision and strategy,” said Lisa Wardell, former chairman of Adtalem’s board of directors. “We are confident that with Michael as chair, Adtalem’s board will continue to support the company to realize the full potential of its portfolio of leading institutions.”

Malafronte currently serves as a senior advisor to Derby Copeland Capital, a private equity firm specializing in opportunistic real estate-related debt financing and equity investment. Malafronte is a founding partner of International Value Advisers, LLC (“IVA”) and served as a managing partner for 13 years until December 2020. He was responsible for overseeing all aspects of IVA, including the company’s strategy and operations. Prior to founding IVA in 2007, Malafronte was a senior vice president at Arnhold and S. Bleichroeder Advisers, LLC, where he served as a senior analyst overseeing the First Eagle Funds which included the First Eagle Overseas, Global, and U.S. Value Funds. Malafronte earned his bachelor’s degree in finance from Babson College.

“I am honored to serve as Adtalem’s next chairman and to continue to partner with Adtalem’s board and leadership team to advance our mission and accelerate our financial performance. Adtalem is uniquely positioned to play an outsized role in addressing critical shortages in healthcare talent and advancing health equity,” said Malafronte.

The Adtalem board is comprised of 11 directors, nine of whom are independent, five 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; five of its nine independent directors joined the Adtalem board since the beginning of 2020. Adtalem’s ongoing process to maintain a board with the optimal mix of skills, expertise, diversity, and experience is critical to the delivery of long-term value for shareholders and the achievement of superior academic outcomes for our students.

In accordance with the company’s Governance Principles and with the appointment of an independent chairman, the board will no longer have a lead independent director.

About Adtalem Global Education

Adtalem Global Education (NYSE: ATGE) is a national leader in post-secondary education and leading 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 in 2021 by Newsweek, and one of America’s Best Employers for Diversity in 2021 and 2022 by Forbes. Follow Adtalem on Twitter @adtalemglobal, LinkedIn or visit Adtalem.com for more information.

Contacts

Media Contact
Rosalind D’Eugenio
[email protected]
312-906-6600

Investor Contact
Chandrika Nigam
[email protected]
312-681-3209