Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(d) On October 18, 2021, Adtalem Global Education Inc. ("ATGE" or "the Company") filed a Current Report on Form 8-K with the Securities and Exchange Commission reporting that effective October 18, 2021, Mr. Robert J. Phelan, who had been serving as ATGE's interim chief financial officer since April 2021, had been appointed ATGE's chief financial officer. This Current Report on Form 8-K/A supplements the prior Form 8-K in certain respects.

In connection with Mr. Phelan's appointment as senior vice president and chief financial officer, ATGE and Mr. Phelan entered into an Employment Agreement effective October 18, 2021 (the "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Phelan will be paid (i) an annual base salary of $480,000; (ii) an annual cash bonus target opportunity equal to 80 percent of his base salary, subject to the attainment of certain performance goals established by the Compensation Committee of the ATGE 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, effective November 10, 2021, the Compensation Committee granted Mr. Phelan a one-time award of restricted stock units ("RSUs") under the Fourth Amended and Restated Incentive Plan of 2013, with a grant date value of $500,000. Subject to Mr. Phelan's continued employment with ATGE, the RSUs will vest one-fourth per year over four years on each anniversary date of the grant.

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 November 10, 2021, the ATGE Board of Directors approved amendments to the Company's By-Laws, effective November 10, 2021. The Company's By-Laws as amended and restated on November 10, 2021, are filed as Exhibit 3.1 hereto A copy of the amended and restated By-Laws marked to show changes to the prior By-Laws is filed as Exhibit 3.2 hereto. A summary of the changes to the Company's By-Laws is set forth below.

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 5:00 p.m. Chicago time as the specific time for when a proposal or director nomination is due at the Company's offices.

Article II, Section 8(f) was amended to permit the Company to request additional information about each director nominee submitted by a stockholder -------------------------------------------------------------------------------- Article II, Section 14(a) was amended to strike the reference to the "2017 annual meeting of stockholders." A specific time reference of 5:00 p.m. Chicago time was also added to clarify when director nomination notices must be received at the Company's offices.

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 November 10, 2021, the Company held its annual meeting of shareholders. The following tables present the final results of voting on each of the matters submitted to a vote of security holders during Adtalem's annual meeting of shareholders.

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

Michael W. Malafronte 44,060,634 552,325 1,998,470 Sharon L. O'Keefe 43,586,773 1,026,186 1,998,470 Kenneth J. Phelan 43,583,594 1,029,365 1,998,470 Lisa W. Wardell 42,714,726 1,898,233 1,998,470

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2. Ratification of the selection of PricewaterhouseCoopers LLP as Adtalem's


   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 of Adtalem Global Education Inc., as
         amended November 10, 2021

           Amended and Restated By-Laws of Adtalem Global Education Inc., as
  3.2    amended November 10, 2021, marked to show changes to By-Laws as amended
         and restated on May 23, 2017

  10.1     Executive Employment Agreement effective October 18, 2021, between
         Adtalem Global Education Inc. and Robert J. Phelan

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