UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 31, 2021 (
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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. |
On March 25, 2021, Steven M. Taslitz informed the Board of Directors (the “Board”) of Laureate Education, Inc. (the “Company”) that he will not stand for re-election to the Board at the Company’s 2021 Annual Meeting of Stockholders to be held on May 26, 2021. Mr. Taslitz’s decision not to stand for re-election is not due to any disagreement with the Company. Mr. Taslitz, a member of the Board since 2007 and a member of the Board’s Committee on Education, will continue to serve as a director until the expiration of his current term at the 2021 Annual Meeting of Stockholders.
Pursuant to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among Wengen Alberta, Limited Partnership, an Alberta limited partnership and our controlling stockholder (“Wengen”), the Company and the other parties thereto, Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker and Mr. Taslitz and each of their respective affiliates (together, the “Sterling Parties”) are entitled to designate one of the Company’s directors for so long as the Sterling Parties beneficially own at least 5,357,143 shares held through or acquired from Wengen. Mr. Taslitz currently serves as the director designated by the Sterling Parties. At this time, the Sterling Parties do not intend to designate a replacement to fill the vacancy created by Mr. Taslitz’s decision not to stand for re-election. While the Board intends to decrease the size of the Board from eleven to ten members effective as of the date of the Company’s 2021 Annual Meeting of Stockholders, the Sterling Parties will retain the right to designate a director until they cease to beneficially own the requisite number of shares.
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: | Vice President, Assistant General Counsel and Secretary | |
Date: March 31, 2021