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Section 1: 8-K (ADTALEM GLOBAL EDUCATION INC. 8-K)


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)

October 3, 2018


Adtalem Global Education Inc.
(Exact name of registrant as specified in its charter)

DELAWARE 36-3150143
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

500 WEST MONROE STREET

60661
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)

(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 (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))

 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 October 4, 2018, Adtalem Global Education Inc. (“Adtalem”) announced the appointment, effective October 3, 2018, of Donna J. Hrinak to the Adtalem board of directors (the “Board”).

Concurrent with her Board appointment, Ms. Hrinak was appointed to the Board’s Academic Quality and Audit and Finance Committees. Ms. Hrinak will participate in the cash and equity compensation programs provided to and upon the same terms as other non-employee directors. These cash and equity compensation programs are more fully described under “2018 Director Compensation” in Adtalem’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 4, 2018, which is incorporated in this Item 5.02 by reference. Effective as of May 8, 2018, the annual cash retainer paid to non-employee directors was increased to $85,000.

A copy of the press release issued by Adtalem on October 4, 2018 announcing the foregoing director 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.
 

99.1

Press Release of Adtalem Global Education Inc., dated October 4, 2018.


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.
(Registrant)
 

Date: October 4, 2018

By:

/s/ Stephen W. Beard

Stephen W. Beard

Senior Vice President, General Counsel

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Adtalem Global Education Appoints Donna J. Hrinak to its Board of Directors

CHICAGO--(BUSINESS WIRE)--October 4, 2018--Adtalem Global Education (NYSE: ATGE), a leading global education provider, today announced that it has appointed Donna J. Hrinak to its board of directors.

Hrinak is currently President of Boeing Latin America, where she oversees all aspects of operations, from commercial and defense product sales to research and technology.

“We are pleased to appoint Donna to the Adtalem board,” said James D. White, Adtalem Global Education board chair. “Her extensive operational experience spans both the public and private sectors, and includes overseeing complex, multi-cultural organizations and leading coalitions to create positive environments for business.”

Prior to her work at Boeing, Hrinak was the vice president for public policy at PepsiCo, designing and leading global regulatory strategy. Responsibilities included directing PepsiCo’s relationship with the World Health Organization. She also managed the Latin American and European corporate affairs teams at Kraft Foods.

Hrinak also holds significant public-sector experience as a career foreign service officer in the U.S. Foreign Service. Her assignments included serving as U.S. Ambassador in Brazil, Venezuela, Bolivia and the Dominican Republic, as well as Deputy Assistant Secretary in the State Department. As Embassy CEO, she led multinational and multi-agency teams in promoting U.S. interests in the host country, including protecting U.S. citizens and advocating for business.


A graduate of Michigan State University, she also attended The George Washington University and the University of Notre Dame School of Law. Among her numerous awards are the Order of the Rio Branco from Brazil and the Order of Duarte, Sanchez and Mella from the Dominican Republic. She is a member of the board of the Council on Foreign Relations.

Adtalem is committed to board diversity as a means to strengthen and broaden its strategic vision. The appointment of Donna Hrinak brings Adtalem’s female board representation to 40%.

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 global education provider and the parent organization of Adtalem Educacional do Brasil, American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, Carrington College, Chamberlain University, DeVry University and its Keller Graduate School of Management, EduPristine, Ross University School of Medicine and Ross University School of Veterinary Medicine. For more information, please visit adtalem.com.

CONTACT:
Adtalem Global Education
Media Contact:
Ernie Gibble
ernie.gibble@adtalem.com
630-353-9920
or
Investor Contact:
Beth Coronelli
beth.coronelli@adtalem.com
630-353-9035

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