Current Report Filing (8-k)
September 06 2017 - 7:31AM
Edgar (US Regulatory)
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)
August
31, 2017
______________
ADTALEM GLOBAL EDUCATION INC.
(Exact
name of registrant as specified in its charter)
______________
Delaware
|
1-13988
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36-3150143
|
(State of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
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3005 Highland Parkway
Downers Grove, Illinois
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60515
|
(Address
of principal executive offices)
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(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 (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 (17 CPR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 August 31, 2017, Adtalem Global Education Inc. (“Adtalem”) announced
that Robert A. Paul, President, DeVry University, resigned from Adtalem,
effective September 6, 2017. Adtalem has appointed James Bartholomew,
formerly Chief Operating Officer of DeVry University, as DeVry
University’s President.
In connection with his departure, Mr. Paul (a) will receive payments
equal to 30 days of his salary and will be entitled to participate in
Adtalem’s health and welfare benefits plans for eighteen months after
August 31, 2017, (b) in accordance with his existing employment
agreement, will receive a severance payment equal to 1.5 times his
annual base salary plus his target management incentive plan (“MIP”)
awards, payable in 18 equal monthly payments, plus a pro-rated MIP award
based on actual performance for Adtalem’s 2017 fiscal year, payable at
the time MIP awards are paid to other recipients, together with certain
outplacement and health benefits, and (c) in accordance with the terms
of his equity awards, an additional year of vesting in the event of a
termination of employment upon “mutual agreement.” Mr. Paul’s severance
terms are described in additional detail under “2016 Potential Payments
Upon Termination or Change-in-Control—Employment Agreements—Other
Continuing NEOs” in Adtalem’s definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on October 4,
2016.
Cautionary Note on Forward Looking Statements
Certain statements contained in this Form 8-K and furnished materials,
including those that affect the Company’s expectations or plans, may
constitute forward-looking statements subject to the Safe Harbor
Provision of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by phrases
such as Adtalem Global Education Inc. or its management “anticipates,”
“believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,”
“plans” or other words or phrases of similar import.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause the
Company’s actual results to differ materially from those projected or
implied by these forward-looking statements. Additional information
regarding factors that could cause results to differ can be found in the
Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2017.
These forward-looking statements are based on information as of
September 6, 2017 and the Company assumes no obligation to publicly
update or revise its forward-looking statements even if experience or
future changes make it clear that any projected results expressed or
implied therein will not be realized.
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.
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ADTALEM GLOBAL EDUCATION INC.
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|
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(Registrant)
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Date:
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September 6, 2017
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By:
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/s/ Gena L. Ashe
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Gena L. Ashe
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Senior Vice President, Chief Legal Officer
and Secretary
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