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United States Securities and Exchange Commission Washington, D.C 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): February 11, 2020 Adtalem Global Education Inc. (Exact name of registrant as specified in its charter) Delaware 001-13988 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) (866) 374-2678 (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)) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class Trading Symbol which registered Common Stock $0.01 Par Value ATGE NYSE, CSE 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 Arrangement of Certain Officers On February 17, 2020 Adtalem issued a press release announcing that Mehul Patel is resigning from his position as group president, Financial Services effective Feb. 28, to pursue another opportunity outside the education industry. The Financial Services vertical will be led by Chief Operating Officer, Stephen Beard, and Chaka Patterson will be promoted to general counsel and corporate secretary. Both will report directly to Chairman and CEO Lisa Wardell. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. On February 11, 2020, Adtalem Global Education Inc. (“Adtalem”) appointed Robert Phelan (54) as Vice President, Chief Accounting Officer and principal accounting officer of Adtalem, effective as of February 11, 2020. Michael Randolfi will continue to serve as the Company’s Chief Financial Officer and principal financial officer. Prior to joining Adtalem, Mr. Phelan most recently served as the Senior Vice President, Finance-Corporate Controller/Risk Management/Asset Protection at Sears Holdings Corporation (“Sears”), the parent company of Kmart Holdings Corporation and Sears, Roebuck and Co., an integrated retailer with a national network of stores, since June 2018. Prior to this, Mr. Phelan was the Senior Vice President, Finance- Treasurer & Chief Audit Executive at Sears from July 2016 through May 2018. Mr. Phelan also served as Senior Vice President and President – Inventory & Space Management at Sears from September 2007 through June 2016. Mr. Phelan held a number of other roles of increasing responsibility at Sears, which he first joined in August 1996. There are no arrangements or understandings between Mr. Phelan and any other person pursuant to which he was selected as Chief Accounting Officer. There are also no family relationships between Mr. Phelan and any director or executive officer of Adtalem and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his employment with Adtalem, Adtalem and Mr. Phelan entered into an Offer Letter (the “Offer Letter”), dated as of January 27, 2020. Pursuant to the terms of the Offer Letter, Mr. Phelan will be paid (i) an annual base salary of $350,000; (ii) an annual cash bonus target opportunity equal to 50 percent of his base salary, subject to the attainment of certain performance goals established by the Compensation Committee of the Adtalem Board of Directors (the “Compensation Committee”); and (iii) an annual long-term incentive equity grant, subject to the attainment of certain performance goals established by the Compensation Committee. In addition, Mr. Phelan received a one-time award of restricted stock units under the Fourth Amended and Restated Incentive Plan of 2013. Subject to Mr. Phelan’s continued employment with Adtalem, the award will vest one-third per year over three years from the grant date of February 12, 2020. Mr. Phelan will also receive a special cash payment for the first seven months of his employment. The description of the terms of Mr. Phelan’s employment is not complete and is qualified in its entirety by the Offer Letter dated as of January 27, 2020, between Adtalem and Mr. Phelan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits 10.1 Offer Letter between Adtalem Global Education Inc., and Robert Phelan dated January 27, 2020. 99.1 Press Release dated February 17, 2020. 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/ Michael O. Randolfi Michael O. Randolfi Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 17, 2020 Exhibit 10.1 January 27, 2020 Dear Bob: Adtalem Global Education continually seeks talented individuals to add insight and experience to our organization. Based on our conversations, we feel that your talents, energy and the dedication you bring to our organization will move us forward in our journey to become the premier provider of education services. We are pleased to extend our offer, of Regular Full-Time Employment, to you as Vice President and Chief Accounting Officer reporting to Michael Randolfi, SVP and Chief Financial Officer. The effective date of this offer will be February 11, 2020. Subject to the specific provisions of the Adtalem Global Education compensation policy the key components of your compensation package are as follows: ANNUAL BASE SALARY: Your salary is $350,000.00/Yr. and is payable in bi-weekly installments. Your salary will be reviewed annually at the close of the fiscal year June 30, 2020. Based upon a written performance appraisal, merit increases are effective in September. INCENTIVE OPPORTUNITY: The opportunity to earn an annual management incentive (MIP) targeted at 50% of your base salary, with a potential maximum of 200% of this target. This incentive will be prorated from your first day of employment and be based on your performance as measured against specified criteria and the financial and operating results of the Company. This incentive is paid at the end of Adtalem's fiscal year. LONG TERM INCENTIVE (LTI): You will be eligible to participate in a long-term incentive program commensurate with similar positions in the Adtalem organization. Long-term incentive opportunities currently come in the form of options, performance shares and/or restricted stock grants typically made in the first quarter of the fiscal year. You will have a general long-term incentive that is approximately 50% of your annual salary, however, long-term incentive awards are discretionary in nature and subject to receiving Board approval for grants each year. The size of the award granted to you each year will be based on an assessment of past performance and future potential and the actual award may vary above or below this target from year to year. ONE TIME LTI SIGN ON BONUS: You will be provided LTI with the grant date value of $300,000. This award will be delivered in the form of time-based restricted stock units at the first Board meeting following your official start date. This award will vest one third per year over the first three years from the date of grant. SPECIAL CASH PAYMENT: You will receive 7 monthly payments of $20,000 (minus applicable taxes) from March through September totaling $140,000. BENEFITS: You will be eligible to participate in our benefits program, which includes medical and dental insurance, life, disability, holiday and vacation pay, tuition benefits, and a 401(k) plan. Specific details of your eligibility for these and other benefits will be described to you during your new-hire orientation. VACATION: You will be eligible for twenty-five (25 days) of Paid Time Off (PTO). PTO will accrue at 16.67 hours per month. Additionally, you will also be entitled to two (2) floating holidays in addition to 11 set holidays I9/EMPLOYMENT ELIGIBILITY: Adtalem Global Education is required by law to have each of our colleagues complete a Form I-9. The Form I-9 is used to verify an individual’s identity and establish that the individual is eligible to work in the United States. The form I-9 is required by law to be completed within your first three (3) days of employment. You will complete your I-9 electronically through Equifax’s I-9 management system. Instructions on how to complete this form are detailed on the “Employment Eligibility Flyer” and the “Completing your Electronic I-9” documents. BACKGROUND CHECK: This offer is also contingent upon the successful completion of a background/reference check and may include a pre-employment drug-screen if required for the position.
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