Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(d) On August 6, 2021, Adtalem Global Education Inc. ("ATGE") filed a Current
Report on Form 8-K with the Securities and Exchange Commission reporting that
effective September 8, 2021, Ms. Lisa W. Wardell, who has served as ATGE's
president and chief executive officer since May 24, 2016 and chairman of the
board since July 16, 2019, will transition to the role of executive chairman of
the Board. This Current Report on Form 8-K/A supplements the prior Form 8-K in
certain respects.
Ms. Wardell's duties as executive chairman will include leading the strategic
review of Adtalem's Financial Services business and furthering Adtalem's Global
Legislative Agenda.
In connection with Ms. Wardell's appointment, ATGE and Ms. Wardell, effective
September 8, 2021 (the "Agreement Effective Date"), entered into an employment
agreement (the "Employment Agreement"). Pursuant to the Employment Agreement,
Ms. Wardell will serve Executive Chairman of the ATGE Board of Directors through
September 7, 2022, unless terminated earlier due to: (1) Ms. Wardell's death or
"permanent disability" (as defined in the Employment Agreement); (2) Ms.
Wardell's resignation at any time with or without "good reason" (as defined in
the Employment Agreement); and (3) termination of Ms. Wardell's employment by
ATGE with or without "cause" (as defined in the Employment Agreement) (the
"Employment Period"). The Employment Period may be extended by mutual agreement
of ATGE and Ms. Wardell. Ms. Wardell will receive a base salary of $1,100,000
for the Employment Period.
The Employment Agreement also provides that, if Ms. Wardell's employment with
ATGE is terminated without cause (other than for death or permanent disability)
or by Ms. Wardell for good reason, in each case within 12 months following a
change in control of ATGE, Ms. Wardell will be entitled to receive (in addition
to certain accrued compensation and benefits), generally subject to execution by
Ms. Wardell of a customary release of claims in favor of ATGE: (1) a lump sum
amount equal to the balance of her base salary through September 7, 2022; (2)
continuation of vesting in all unvested equity grants; and (3) continuation of
medical and dental benefits through the remainder of the Employment Period.
If Ms. Wardell's employment is terminated due to death or permanent disability,
for cause, or if she resigns without "good reason" she will be entitled to
receive continuation of vesting in all unvested equity grants other than those
granted after July 1, 2021, which are subject to partial forfeiture.
The foregoing description of the Employment Agreement does not purport to
be complete, and is qualified in its entirety by reference to the full text of
the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto, and
is incorporated herein by reference.
ATGE is also reporting new information that on September 7, 2021 it was
announced that Ms. Kathy Boden Holland, Group President, ATGE Medical and
Healthcare, will leave the Company on September 30, 2021 to pursue other
endeavors. The terms of Ms. Boden Holland's departure have not yet been
determined. In accordance with Instruction 2 of Item 5.02 of Form 8-K, Adtalem
will amend this Current Report on Form 8-K within four business days after such
information is determined or becomes available.
Item 9.01 Financial Statements and Exhibits
10.1 Executive Employment Agreement effective September 8, 2021, between
Adtalem Global Education Inc. and Lisa W. Wardell
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