0001157523-19-001528.txt : 20190717 0001157523-19-001528.hdr.sgml : 20190717 20190716182316 ACCESSION NUMBER: 0001157523-19-001528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190715 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190717 DATE AS OF CHANGE: 20190716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Adtalem Global Education Inc. CENTRAL INDEX KEY: 0000730464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363150143 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13988 FILM NUMBER: 19957930 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 630-515-7700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170522 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education Inc. DATE OF NAME CHANGE: 20170519 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170519 8-K 1 a52014260.htm ADTALEM GLOBAL EDUCATION INC.
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 15, 2019
 
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
1-13988
36-3150143
 
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
 
500 West Monroe
 
 
 
Chicago, Illinois
 
60661
 
(Address of principal executive offices)
 
(Zip Code)

(630) 515-7700
(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:
 
☐ 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
 
Trading Symbol
Common Stock $0.01 Par Value
 
  
NYSE, CSE
 
  
ATGE
 


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

On July 16, 2019 Adtalem Global Education Inc. (“Adtalem”) issued a press release announcing that its Board of Directors unanimously elected Lisa W. Wardell, 49, as Chairman of the Board, effective July 16, 2019. Ms. Wardell will continue to serve as Adtalem’s President and Chief Executive Officer, a role she has held since May 2016. Ms. Wardell, a director since 2008, succeeds James D. White, 57, as Chairman of the Board. Mr. White will continue to serve on the board and as chair of the nominating and governance committee.
The Board unanimously elected William W. Burke, a director since January 2017, as lead independent director, also effective July 16, 2019.  Burke, 60, will remain chair of the audit and finance committee.
In addition, Ann Weaver Hart, 69, will resign from the board, effective August 28, 2019. Hart had served as a director since February 2016.
A copy of the press release issued by Adtalem on July 16 announcing the foregoing executive appointment is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
*
  


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/ Stephen W. Beard
 
 
 
Stephen W. Beard
 
 
 
Senior Vice President, Chief Operating Officer and General Counsel
 
 
 
 
 
 
 
Date: July 16, 2019
EX-99.1 2 a52014260ex99_1.htm EXHIBIT 99.1
 
 Exhibit 99.1

Adtalem Global Education Board of Directors Elects CEO Lisa Wardell as Chairman

CHICAGO--(BUSINESS WIRE)--July 16, 2019--Adtalem Global Education (NYSE: ATGE), a leading workforce solutions provider, today announced that its board of directors has unanimously elected Lisa W. Wardell, 49, as chairman of the board, effective July 16, 2019. Wardell, a director since 2008, will continue to serve as Adtalem’s president and chief executive officer, a role she has held since May 2016.

The board unanimously elected William W. Burke, a director since January 2017, as lead independent director, also effective July 16, 2019. Burke, 60, will remain chairman of the audit and finance committee.

“Over the last 3 years, Lisa has significantly repositioned Adtalem as a strategic workforce solutions enterprise through the divestitures of DeVry University and Carrington College and realignment of the company’s core growth verticals in medical and healthcare and financial services. Lisa has also improved the company’s cost base, strengthened its balance sheet and assembled a world-class leadership team,” said James White, previous chairman of the Adtalem board of directors. “On behalf of the board, we are pleased to appoint Lisa as Adtalem’s chairman, in addition to her continuing role as president and CEO. We are confident that under Lisa’s leadership, Adtalem is well-positioned to execute on its long-term strategy and drive value for all of its stakeholders.”

“I am honored and appreciative of the confidence the board has placed in me. I look forward to working with the board, the leadership team and our dedicated colleagues around the world, as we continue on our journey to empower students to achieve their goals, find success and make inspiring contributions to our global community,” said Wardell. “The appointment of Bill Burke as our new lead independent director will be incredibly valuable.”

In evaluating the board’s leadership structure, the board considered the relevant merits of combining the roles of chairman of the board and chief executive officer and appointing a strong lead independent director, compared with keeping the roles of chairman and CEO separate. The board concluded that Lisa Wardell was the person best suited to serve as chairman of the board at this time, providing consistent leadership, alignment between the board and management and a unified voice for the company as it continues its transformation to a leading workforce solutions provider. In addition, the board reaffirmed its commitment to independent board leadership by appointing Bill Burke as lead independent director. During his career, Burke has served in executive leadership roles at several companies and, during his service on multiple public company boards, has served as lead independent director, audit committee chairman and compensation committee chairman.

About Adtalem Global Education

The purpose of Adtalem Global Education is to empower students to achieve their goals, find success and make inspiring contributions to our global community. Adtalem Global Education Inc. (NYSE: ATGE; member S&P MidCap 400 Index) is a leading workforce solutions provider and the parent organization of Adtalem Educacional do Brasil (IBMEC, Damásio and Wyden institutions), American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, Chamberlain University, EduPristine, OnCourse Learning, Ross University School of Medicine and Ross University School of Veterinary Medicine. For more information, please visit adtalem.com and follow us on Twitter (@adtalemglobal) and LinkedIn.

Contacts

Investors: John Kristoff
john.kristoff@adtalem.com
(312) 651-1437

Media: Ernie Gibble
ernie.gibble@adtalem.com
(630) 353-9920