8-K

LAUREATE EDUCATION, INC. (LAUR)

8-K 2025-05-27 For: 2025-05-27
View Original
Added on April 05, 2026

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):

May 27, 2025 (May 22, 2025)

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38002 52-1492296
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

PMB 1158, 1000 Brickell Ave, Suite 715

Miami, FL 33131

(Address of principal executive offices, including zip code)

786-209-3368

(Registrant’s telephone number, including area code)

Not Applicable

(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 Securities Exchange Act of 1934:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value 0.004 per share LAUR The NASDAQ Stock Market LLC

All values are in US Dollars.

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.   o

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

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 22, 2025. At the Annual Meeting, the stockholders voted on the items listed below:

Proposal 1: Election of Directors

Elected ten (10) directors, each of whom shall hold office for a term of one year, expiring at the Company’s 2026 Annual Meeting of Stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The vote was as follows:

Name of Nominee FOR WITHHELD
Andrew B. Cohen 129,008,682 6,403,018
William J. Davis 134,326,839 1,084,861
Pedro del Corro 134,035,438 1,376,262
Aristides de Macedo 134,328,973 1,082,727
Kenneth W. Freeman 129,266,553 6,145,147
Barbara Mair 134,692,871 718,829
George Muñoz 131,926,868 3,484,832
Dr. Judith Rodin 98,510,086 36,901,614
Eilif Serck-Hanssen 134,099,456 1,312,244
Ian K. Snow 128,355,525 7,056,175

Broker Non-Votes: 4,863,081 for each director

Proposal 2: Non-binding Advisory Vote on Executive Compensation

Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the Company’s Proxy Statement for the Annual Meeting. The vote was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES
130,692,930 4,667,261 51,509 4,863,081

Proposal 3: For Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES
138,811,661 1,420,590 42,530 0

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.

LAUREATE EDUCATION, INC.
By: /s/ Leslie S. Brush
Name: Leslie S. Brush
Title: Senior Vice President, Chief Legal Officer and Secretary

Date: May 27, 2025

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