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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/23 Adtalem Global Education Inc. 10-K 6/30/23 134:23M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.75M
2: EX-4.A Instrument Defining the Rights of Security Holders HTML 48K
3: EX-4.E Instrument Defining the Rights of Security Holders HTML 52K
4: EX-10.RR Material Contract HTML 493K
5: EX-21 Subsidiaries List HTML 45K
6: EX-23 Consent of Expert or Counsel HTML 36K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
9: EX-32 Certification -- §906 - SOA'02 HTML 39K
15: R1 Document And Entity Information HTML 113K
16: R2 Consolidated Balance Sheets HTML 163K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
18: R4 Consolidated Statements of Income HTML 178K
19: R5 Consolidated Statements of Comprehensive Income HTML 84K
20: R6 Consolidated Statements of Cash Flows HTML 200K
21: R7 Consolidated Statements of Shareholders' Equity HTML 112K
22: R8 Nature of Operations HTML 40K
23: R9 Summary of Significant Accounting Policies HTML 433K
24: R10 Acquisitions HTML 86K
25: R11 Discontinued Operations and Assets Held for Sale HTML 77K
26: R12 Revenue HTML 102K
27: R13 Restructuring Charges HTML 98K
28: R14 Other Income, Net HTML 53K
29: R15 Income Taxes HTML 225K
30: R16 Earnings per Share HTML 101K
31: R17 Accounts Receivable and Credit Losses HTML 254K
32: R18 Property and Equipment, Net HTML 57K
33: R19 Leases HTML 87K
34: R20 Goodwill and Intangible Assets HTML 161K
35: R21 Debt HTML 150K
36: R22 Redeemable Noncontrolling Interest HTML 40K
37: R23 Share Repurchases HTML 58K
38: R24 Accumulated Other Comprehensive Loss HTML 106K
39: R25 Stock-Based Compensation HTML 113K
40: R26 Employee Benefit Plans HTML 43K
41: R27 Fair Value Measurements HTML 47K
42: R28 Commitments and Contingencies HTML 51K
43: R29 Segment Information HTML 163K
44: R30 Summary of Significant Accounting Policies HTML 470K
(Policies)
45: R31 Summary of Significant Accounting Policies HTML 407K
(Tables)
46: R32 Acquisitions (Tables) HTML 83K
47: R33 Discontinued Operations and Assets Held for Sale HTML 77K
(Tables)
48: R34 Revenue (Tables) HTML 90K
49: R35 Restructuring Charges (Tables) HTML 98K
50: R36 Other Income, Net (Tables) HTML 51K
51: R37 Income Taxes (Tables) HTML 226K
52: R38 Earnings per Share (Tables) HTML 99K
53: R39 Accounts Receivable and Credit Losses (Tables) HTML 251K
54: R40 Property and Equipment, Net (Tables) HTML 54K
55: R41 Leases (Tables) HTML 89K
56: R42 Goodwill and Intangible Assets (Tables) HTML 163K
57: R43 Debt (Tables) HTML 125K
58: R44 Share Repurchases (Tables) HTML 54K
59: R45 Accumulated Other Comprehensive Loss (Tables) HTML 105K
60: R46 Stock-Based Compensation (Tables) HTML 112K
61: R47 Segment Information (Tables) HTML 158K
62: R48 Summary of Significant Accounting Policies HTML 57K
(Details)
63: R49 Summary of Significant Accounting Policies (Effect HTML 120K
of Revision on Affected Line Items Within
Consolidated Balance Sheets) (Details)
64: R50 Summary of Significant Accounting Policies (Effect HTML 167K
of Revision on Affected Line Items Within
Consolidated Statements of Income) (Details)
65: R51 Summary of Significant Accounting Policies (Effect HTML 78K
of Revision on Affected Line Items Within
Consolidated Statements of Comprehensive Income)
(Details)
66: R52 Summary of Significant Accounting Policies (Effect HTML 101K
of Revision on Affected Line Items Within
Consolidated Statements of Cash Flows) (Details)
67: R53 Summary of Significant Accounting Policies (Effect HTML 81K
of Revision on Affected Line Items Within
Consolidated Statements of Shareholders' Equity)
(Details)
68: R54 Acquisitions (Estimated Fair Values of Assets HTML 87K
Acquired and Liabilities Assumed) (Details)
69: R55 Acquisitions (Acquired Intangible Assets Subject HTML 46K
to Amortization and Values and Estimated Useful
Lives) (Details)
70: R56 Acquisitions (Unaudited Proforma Financial HTML 40K
Information) (Details)
71: R57 Acquisitions (Additional Information) (Details) HTML 80K
72: R58 Discontinued Operations and Assets Held for Sale HTML 73K
(Summary of Income Statement Information of
Operations) (Details)
73: R59 Discontinued Operations and Assets Held for Sale HTML 69K
(Additional Information) (Details)
74: R60 Revenue (Disaggregate revenue) (Details) HTML 64K
75: R61 Revenue (Additional Information) (Details) HTML 53K
76: R62 Restructuring Charges (Restructuring and Related HTML 65K
Costs) (Details)
77: R63 Restructuring Charges (Separation and HTML 43K
Restructuring Plan Activity) (Details)
78: R64 Restructuring Charges (Additional Information) HTML 42K
(Detail)
79: R65 Other Income, Net (Details) HTML 42K
80: R66 Other Income, Net - Impairment (Details) HTML 40K
81: R67 Income Taxes (Components of Income Before Income HTML 46K
Taxes) (Details)
82: R68 Income Taxes (Income Tax Provisions (Benefits) HTML 64K
(Details)
83: R69 Income Taxes (Income Tax Provisions Computed using HTML 93K
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84: R70 Income Taxes (Deferred Income Tax Asset HTML 69K
(Liabilities) (Details)
85: R71 Income Taxes (Tax Net Operating Loss (Tax HTML 56K
Effected) and Credit Carryforwards) (Details)
86: R72 Income Taxes (Details) HTML 84K
87: R73 Income Taxes (Changes in Unrecognized Tax HTML 49K
Benefits) (Details)
88: R74 Earnings per Share (Details) HTML 110K
89: R75 Accounts Receivable and Credit Losses HTML 82K
(Classification of Accounts Receivable) (Details)
90: R76 Accounts Receivable and Credit Losses (Credit HTML 95K
Quality Analysis of Financing Receivable)
(Details)
91: R77 Accounts Receivable and Credit Losses (Rollforward HTML 70K
of Allowances for Credit Losses) (Details)
92: R78 Accounts Receivable and Credit Losses (Additional HTML 68K
Information) (Details)
93: R79 Property and Equipment, Net (Schedule of Property HTML 53K
and equipment, net) (Details)
94: R80 Property and Equipment, Net (Additional HTML 69K
Information) (Details)
95: R81 Leases (Components of Lease Cost) (Details) HTML 42K
96: R82 Leases (Maturities of Lease Liabilities) (Details) HTML 56K
97: R83 Leases (Lease Term, Discount Rate and Cash Flow HTML 45K
Information ) (Details)
98: R84 Leases (Future Minimum Rental Commitments for HTML 44K
Noncancelable Operating Leases ) (Details)
99: R85 Leases (Additional Information) (Details) HTML 58K
100: R86 Goodwill and Intangible Assets (Summary of HTML 53K
Goodwill Balances by Reporting Unit) (Details)
101: R87 Goodwill and Intangible Assets (Summary of HTML 49K
Goodwill Balances by Reporting Segment) (Details)
102: R88 Goodwill and Intangible Assets (Changes in HTML 53K
Carrying Amount of Goodwill, by Segment) (Details)
103: R89 Goodwill and Intangible Assets (Schedule of HTML 72K
Intangible Assets) (Details)
104: R90 Goodwill and Intangible Assets (Summary of HTML 45K
Indefinite-Lived Intangible Assets Balances by
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105: R91 Goodwill and Intangible Assets (Estimated HTML 49K
Amortization Expense for Amortized Intangible
Assets) (Details)
106: R92 Goodwill and Intangible Assets (Additional HTML 64K
Information) (Details)
107: R93 Debt (Long-term debt) (Details) HTML 48K
108: R94 Debt (Scheduled maturities of long-term debt) HTML 52K
(Details)
109: R95 Debt (Debt Issuance Costs) (Details) HTML 52K
110: R96 Debt (Interest Expense) (Details) HTML 69K
111: R97 Debt (Additional Information) (Details) HTML 313K
112: R98 Redeemable Noncontrolling Interest (Additional HTML 47K
Information) (Details)
113: R99 Share Repurchases (Shares Repurchased Under HTML 53K
Programs) (Details)
114: R100 Share Repurchases (Open Market Share Repurchase HTML 49K
Programs) (Details)
115: R101 Share Repurchases (ASR Agreement) (Details) HTML 60K
116: R102 Accumulated Other Comprehensive Loss (Details) HTML 82K
117: R103 Stock-Based Compensation (Summary of Options HTML 72K
Activity) (Details)
118: R104 Stock-Based Compensation (Fair Values of Stock HTML 45K
Option Awards Weighted Average Assumptions)
(Details)
119: R105 Stock-Based Compensation (Summary of Restricted HTML 67K
Stock Units Activity) (Details)
120: R106 Stock-Based Compensation (Total Stock-Based HTML 42K
Compensation Expense Included in Consolidated
Statement of Income) (Details)
121: R107 Stock-Based Compensation (Additional Information) HTML 89K
(Details)
122: R108 Employee Benefit Plans - Additional Information HTML 68K
(Details)
123: R109 Fair Value Measurements (Details) HTML 99K
124: R110 Commitments and Contingencies (Details) HTML 98K
125: R111 Segment Information (Tabulation of Business HTML 99K
Segment Information Based on Current Segmentation)
(Details)
126: R112 Segment Information (Revenues and Long-Lived HTML 52K
Assets by Geographic Area) (Details)
127: R113 Segment Information (Additional Information) HTML 41K
(Details)
128: R114 Pay vs Performance Disclosure HTML 48K
129: R115 Insider Trading Arrangements HTML 49K
132: XML IDEA XML File -- Filing Summary XML 264K
130: XML XBRL Instance -- atge-20230630x10k_htm XML 6.32M
131: EXCEL IDEA Workbook of Financial Report Info XLSX 300K
11: EX-101.CAL XBRL Calculations -- atge-20230630_cal XML 360K
12: EX-101.DEF XBRL Definitions -- atge-20230630_def XML 1.37M
13: EX-101.LAB XBRL Labels -- atge-20230630_lab XML 2.39M
14: EX-101.PRE XBRL Presentations -- atge-20230630_pre XML 1.95M
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133: JSON XBRL Instance as JSON Data -- MetaLinks 810± 1.26M
134: ZIP XBRL Zipped Folder -- 0001558370-23-014509-xbrl Zip 927K
Exhibit 4(a)
DESCRIPTION OF CAPITAL STOCK
The following summarizes certain provisions of the Restated Certificate of Incorporation, as amended, of Adtalem Global Education Inc. (“Adtalem” or the “Company”) (the "Certificate of Incorporation") and the Amended and Restated By-Laws of the Company, dated as of November 10, 2021 (the "By-Laws"). Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Certificate of Incorporation and the By-Laws, including the definitions therein of certain terms. Copies of the Certificate of Incorporation and the By-Laws are filed or incorporated by reference as exhibits to the Adtalem Annual Report on Form 10-K for the year ended June 30, 2023.
GENERAL
The Certificate of Incorporation authorizes the issuance of 200 million shares of common stock, $0.01 par value (“Common Stock”). As of August 4, 2023, there were approximately 41.5 million shares of Common Stock issued and outstanding and approximately 5.0 million shares of Common Stock are reserved for issuance under the Amended and Restated Incentive Plan of 2005 and the Fourth Amended and Restated Incentive Plan of 2013.
COMMON STOCK
The shares of Common Stock have no preemptive or other subscription rights and are not subject to any future call or assessment. The Common Stock is listed on the New York Stock Exchange (“NYSE”) and Chicago Stock Exchange under the symbol "ATGE."
Holders of shares of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors (the "Board") out of funds legally available therefor. Adtalem is dependent on the earnings of its subsidiaries for funds to pay cash dividends. Cash flow from Adtalem’s subsidiaries may be restricted by law. Cash flow also is subject to certain restrictions by covenants in Adtalem’s credit facility, including maintaining fixed charge coverage and leverage at or above specified levels. On February 16, 2017, the Board determined to discontinue cash dividend payments for the foreseeable future. Any future payment of dividends will be at the discretion of the Board and will be dependent on projections of future earnings, cash flow, financial requirements of Adtalem and other factors as the Board deems relevant.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to share ratably in all assets remaining after payment in full of liabilities. There are no redemption, conversion or sinking fund provisions with respect to the Common Stock. The holders of shares of Common Stock are entitled to one vote per share on any matter submitted to stockholders.
The availability for issue of shares of Common Stock by the Company without any further action by stockholders (except as may be required by applicable NYSE regulations) could be viewed as enabling the Board to make more difficult a change in control of the Company, including by issuing warrants or rights to acquire shares of Common Stock to discourage or defeat unsolicited stock accumulation programs and acquisition proposals and by issuing shares in a private placement or public offering to dilute or deter stock ownership of persons seeking to obtain control of the Company.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Computershare Investor Services, LLC, in Canton, Massachusetts.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS
The Certificate of Incorporation and By-Laws of the Company contain certain provisions that may make the acquisition of control of the Company by means of a tender offer, open market purchase, a proxy fight or otherwise more difficult. These provisions are designed to encourage persons seeking to acquire control of the Company to negotiate with the Company's Board. The Company believes that, as a general rule, the interest of its stockholders would be served best if any change in control results from negotiations with its Board based upon careful consideration of the proposed terms,
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such as the price to be paid to stockholders, the form of consideration to be paid and the anticipated tax effects of the transaction.
However, the provisions could have the effect of discouraging a prospective acquirer from making a tender offer or otherwise attempting to obtain control of the Company. To the extent that these provisions discourage takeover attempts, they could deprive stockholders of opportunities to realize takeover premiums for their shares or could depress the market price for the shares. Moreover, these provisions could discourage accumulations of large blocks of the Company's stock, thus depriving stockholders of any advantages which large accumulations of stock might provide.
Set forth below is a description of the relevant provisions of the Certificate of Incorporation and the By-Laws. The descriptions are intended as a summary only and are qualified in their entirety by reference to the Certificate of Incorporation and By-Laws which are filed or incorporated by reference as exhibits to the Adtalem Annual Report on Form 10-K for the year ended June 30, 2023.
Board of Directors. The Certificate of Incorporation provides that all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders.
The Certificate of Incorporation provides that the number of directors will not be less than three nor more than 13 and that the directors will have the power to set the exact number of directors within that range from time to time by resolution adopted by vote of a majority of the entire Board. The Certificate of Incorporation provides that any director, or the entire Board, may be removed from office at any time, with or without cause by the affirmative vote of the holders of a majority of the votes which could be cast by the holders of all the outstanding shares of capital stock entitled to vote for the election of directors, voting together as a class, given at a duly called annual or special meeting of stockholders.
No Stockholder Action by Written Consent; Special Meetings. The Certificate of Incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. The Certificate of Incorporation provides that, except as otherwise required by law, special meetings of the stockholders can only be called by a majority of the entire Board, the Chairman of the Board or the President. Stockholders are not permitted to call a special meeting or to require the Board to call a special meeting of stockholders. Any call for a special meeting must specify the matters to be acted upon at the meeting, unless otherwise provided by law.
Other Constituencies. The Certificate of Incorporation provides that, in determining whether to take or refrain from taking any corporate action, the Board may take into account long-term as well as short-term interests of the Company and its stockholders, customers, employees, students, graduates, faculty and other constituencies of the Company, including the effect on communities in which the Company does business.
Stockholder Proposals. The By-Laws provide that, if a stockholder desires to submit a proposal at an annual or special stockholders' meeting or to nominate persons for election as directors, the stockholder must submit written notice to the Company not later than (i) with respect to an annual meeting of stockholders, 90 days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to a special meeting of stockholders duly called for the election of directors, the close of business on the tenth day following the date on which notice of such meeting is first sent or given to stockholders. The notice must describe the proposal or nomination and set forth the name and address of, and stock held of record and beneficially by, the stockholder. Notices of stockholders' proposals must set forth reasons for conducting such business and any material interest of the stockholder in such business. Director nomination notices must set forth the name and address of the nominee, arrangements between the stockholder and the nominee and other information as would be required under Regulation 14A of the Exchange Act. The presiding officer of the meeting may refuse to acknowledge a proposal or nomination not made in compliance with the procedures contained in the By-Laws.
In addition to candidates submitted through the advance notice By-Law process for stockholder nominations, stockholders may also request that a director nominee be included in Adtalem’s proxy materials in accordance with the proxy access provision in the By-Laws. Any stockholder or group of up to 20 stockholders holding both investment and voting rights to at least 3% of Adtalem’s outstanding Common Stock continuously for at least three years to nominate the greater of (i) two or (ii) 20% of the Adtalem directors to be elected at an annual meeting of stockholders. Such requests must be received not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders.
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Except as may otherwise be required by law or permitted by the rules of any stock exchange on which the Company's shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Company's capital stock represented and entitled to vote on such question at a meeting of stockholders at which a quorum is present, voting as a single class.
Directors of the Company in a contested election (i.e., where the number of nominees for director exceeds the number of directors to be elected) shall be elected by a plurality of the votes of the Company's capital stock represented and entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. However, in an uncontested election (i.e., where the number of nominees for director is the same as the number of directors to be elected), directors shall be elected by the vote of the holders of a majority of the total number of votes of the Company's capital stock represented and entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. In the event that a nominee for re-election as a director fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing directors where the election is uncontested, such director must, promptly following certification of the stockholder vote, tender his or her resignation to the Chief Executive Officer or the Secretary, subject to acceptance by the Board. The Nominating and Governance Committee of the Board, or such other group of independent members of the Board as is determined by the entire Board (excluding the director who tendered the resignation) will evaluate any such resignation in light of the best interests of the Company and its stockholders and will make a recommendation to the entire Board as to whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director's qualifications, the director's past and expected future contributions to the Company, the overall composition of the Board and whether accepting the tendered resignation would cause the Company to fail to meet any applicable law, rule or regulation (including the listing requirements of any securities exchange). The Board shall complete this process within 90 days after the certification of the stockholder vote and shall report its decision to the stockholders in the Company's filing following such Board decision.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/10/23 | 8-K | ||
| 8/4/23 | ||||
| For Period end: | 6/30/23 | |||
| 11/10/21 | 4, DEF 14A | |||
| 2/16/17 | 8-K | |||
| List all Filings | ||||