Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 25, 2021, Steven M. Taslitz informed the Board of Directors (the
"Board") of Laureate Education, Inc. (the "Company") that he will not stand for
re-election to the Board at the Company's 2021 Annual Meeting of Stockholders to
be held on May 26, 2021. Mr. Taslitz's decision not to stand for re-election is
not due to any disagreement with the Company. Mr. Taslitz, a member of the Board
since 2007 and a member of the Board's Committee on Education, will continue to
serve as a director until the expiration of his current term at the 2021 Annual
Meeting of Stockholders.
Pursuant to the Amended and Restated Securityholders Agreement, dated as of
February 6, 2017, by and among Wengen Alberta, Limited Partnership, an Alberta
limited partnership and our controlling stockholder ("Wengen"), the Company and
the other parties thereto, Sterling Capital Partners II, L.P., Sterling Capital
Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker and Mr. Taslitz and
each of their respective affiliates (together, the "Sterling Parties") are
entitled to designate one of the Company's directors for so long as the Sterling
Parties beneficially own at least 5,357,143 shares held through or acquired from
Wengen. Mr. Taslitz currently serves as the director designated by the Sterling
Parties. At this time, the Sterling Parties do not intend to designate a
replacement to fill the vacancy created by Mr. Taslitz's decision not to stand
for re-election. While the Board intends to decrease the size of the Board from
eleven to ten members effective as of the date of the Company's 2021 Annual
Meeting of Stockholders, the Sterling Parties will retain the right to designate
a director until they cease to beneficially own the requisite number of shares.
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