8-K 1 a8-kdepartureofdirectorsor.htm 8-K Document


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)
July 19, 2019 (June 15, 2019)
 
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38002
 
52-1492296
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
                          650 South Exeter Street
Baltimore, MD 21202
(Address of principal executive offices, including zip code)
 
(410) 843-6100
(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):
 
o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                     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
Class A common stock, par value $0.004 per share

LAUR
The NASDAQ Stock Market LLC
(Nasdaq Global Select Market)


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   o

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

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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.


Separation Agreement with Ricardo Berckemeyer

As previously reported on the Current Report on Form 8-K filed by Laureate Education, Inc. (“the Company”) on June 10, 2019, after 17 successful years of helping to build the Company into a global leader in higher education, Ricardo Berckemeyer, the Company’s President and Chief Operating Officer, decided to leave the Company to pursue other interests. Mr. Berckemeyer’s service to the Company terminated on July 15, 2019 (the “Separation Date”).

In connection with his departure, on July 15, 2019, the Company and Mr. Berckemeyer entered into a mutual separation agreement (the “Separation Agreement”), pursuant to which the Company will provide to Mr. Berckemeyer a separation payment (the “Separation Compensation”), in accordance with the Company’s Severance Policy for Executives. Mr. Berckemeyer will also be eligible for payment of an amount equal to the actual bonus for 2019 that he would have been eligible for had he continued to be employed with the Company under the Company’s 2019 Annual Incentive Plan (the “2019 Plan”), prorated for the portion of the 2019 calendar year that he was employed by the Company (the “Bonus Consideration” and with the Separation Compensation, the “Separation Payment”). The Bonus Consideration will be paid in a lump sum if and when other employees receive their bonuses in connection with the 2019 Plan, but in any event no later than March 15, 2020. Any Separation Payment will be contingent on Mr. Berckemeyer’s execution and non-revocation of a general release of claims in favor of the Company. Mr. Berckemeyer will also be subject to customary post-employment restrictive covenants, including a two-year non-competition provision.

All of Mr. Berckemeyer’s various equity awards will continue to be governed by their applicable terms, except as provided in the Separation Agreement. On the Separation Date, all of Mr. Berckemeyer’s unvested performance share units, restricted stock units and stock options will be forfeited without any payment therefor. Pursuant to the Separation Agreement, to the extent that any equity awards consist of stock options, the exercise period for each such vested stock option was extended to the earlier of the latest original expiration date of such option or July 15, 2021.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, which is incorporated herein by reference. A copy of the Separation Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.





























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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/ Sean Mulcahy
 
Name:
Sean Mulcahy
 
Title:
Vice President, Assistant General Counsel
 
Date: July 19, 2019
 


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