Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(d) On
In connection with
In addition, effective
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
ATGE is also reporting new information that on
Article II, Section 1 was amended to reflect that the Company's principal office location has changed and to strike the reference to the specific street address.
Article II, Section 2 was amended to add the words "or Board Chair" when referencing who may decide the date, time, and place of a Special Meeting of Shareholders.
Article II, Section 8(a) was amended to add
Article II, Section 8(f) was amended to permit the Company to request additional
information about each director nominee submitted by a stockholder
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Article II, Section 14(a) was amended to strike the reference to the "2017
annual meeting of stockholders." A specific time reference of
Article III, Sections 8 and 9 were amended to reflect that the Board's organization includes a Lead Independent Director.
Article IV, Section 7 was amended to add a provision clarifying that the Secretary shall attend all Board and stockholder meetings.
Article IV, Section 14 was amended to permit the Board, the Chief Executive Officer, or the President to delegate an absent officer's powers and duties to a director or another officer.
Article V, Section 3 was amended to permit the Secretary to prescribe certain terms regarding the manner in which a stockholder obtains a replacement stock certificate.
Article VII, Section 7 was amended to add a provision requiring plaintiffs to exclusively litigate Securities Act claims in federal court.
Item 5.07 Submission of Matters to a Vote of Security Holders.
ATGE is also reporting new information that on
1. Election of Directors: Our shareholders elected the following nine directors
to serve until the 2022 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified. DIRECTOR FOR WITHHELD BROKER NON- VOTE Stephen W. Beard 44,308,331 304,628 1,998,470 William W. Burke 43,444,395 1,168,564 1,998,470 Charles DeShazer 43,455,962 1,156,997 1,998,470 Mayur Gupta 43,584,301 1,028,658 1,998,470 Donna J. Hrinak 43,585,707 1,226,472 1,998,470 Georgette Kiser 43,386,487 1,226,472 1,998,470 Lyle Logan 40,521,243 4,091,716 1,998,470
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2. Ratification of the selection of
independent registered public accounting firm for 2022. Our shareholders approved this proposal. FOR AGAINST ABSTAIN 43,582,198 3,013,830 15,401
3. An advisory vote on the compensation of Adtalem's named executive officers.
Our shareholders approved this proposal.
FOR AGAINST ABSTAIN BROKER NON-VOTE 40,271,690 4,327,359 13,910 1,998,470 Item 9.01 Financial Statements and Exhibits
3.1 Amended and Restated By-Laws ofAdtalem Global Education Inc. , as amendedNovember 10, 2021 Amended and Restated By-Laws ofAdtalem Global Education Inc. , as 3.2 amendedNovember 10, 2021 , marked to show changes to By-Laws as amended and restated onMay 23, 2017 10.1 Executive Employment Agreement effectiveOctober 18, 2021 , betweenAdtalem Global Education Inc. andRobert J. Phelan
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