UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-3150143
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3005 Highland Parkway
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Adtalem Global Education Inc. (the
“Company”) held a Special Meeting of Shareholders on
May 22, 2017 (the
“Special Meeting”). For more information on the proposal presented at the meeting, see the proxy statement on Schedule 14A filed by
the Company with the U.S. Securities and Exchange Commission on
May 1, 2017 (the
“Proxy Statement”), the relevant portions of which are
incorporated herein by reference. At the Special Meeting, shareholders approved an amendment to
the Company’s
certificate of
incorporation (the
“Amendment”) to change
the
Company’s name from DeVry Education Group Inc. to Adtalem Global Education Inc. The Amendment was filed with the Secretary of State of the State of Delaware on
May 23, 2017 and became effective immediately upon filing.
The Company subsequently filed
a restatement of
its certificate of incorporation (the
“Restated Certificate of Incorporation”) consolidating all prior amendments, including the name change amendment, which became effective immediately upon filing. Complete copies of the Amendment and the Restated
Certificate
of Incorporation are attached hereto as
Exhibit 3.1 and
Exhibit 3.2, respectively,
to this Current Report on Form 8-K.
On
April 13, 2017, the Board of Directors of
the Company approved an amendment to
the Company’s Amended and Restated
By-laws, as amended (the
“By-laws”), to reflect the change of the name from DeVry Education Group Inc. to Adtalem Global Education Inc. so that on the first page of the
By-laws the reference to
“DeVry Education Group Inc.” would be amended to read
“Adtalem Global Education Inc.” The amendment took effect upon the filing of the Amendment with
the Secretary of State of the State of Delaware on
May 23, 2017. A complete copy of the
By-laws, as amended, is attached hereto as
Exhibit 3.3 to this Current Report on Form 8-K.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Affirmative Votes
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Votes Against
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Abstain
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51,177,806
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211,982
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18,419
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Item 7.01
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Regulation FD Disclosure.
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Announcement of Name Change
On
May 24, 2017,
the Company announced it had changed its name from DeVry Education Group Inc. to Adtalem Global Education Inc.
A copy of the press release issued in connection with the name is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Investor Day Information and Materials
On May 24, 2017, the Company will hold an Investor Day presentation in Chicago. The event will take place at the co-located campus of Chamberlain University and DeVry University, located at 3300 N. Campbell Ave. in Chicago. The event begins at 10 a.m. CDT and will conclude at 3 p.m. CDT. The event will also be webcast live at https://event.webcasts.com/starthere.jsp?ei=1144887. An optional campus tour is available for those who wish to attend following the conclusion of the webcast.
For those unable to listen to the webcast live, a replay will be available for 30 days on the investor relations section of the Company’s website, adtalem.com.
The information disclosed in this Item 7.01 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Cautionary Note on Forward Looking Statements
Certain statements contained in this Form 8-K and furnished materials, including those that affect
the Company’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Adtalem Global Education Inc. or its management
“anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause
the Company’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in
the Company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2016 and its most recent Form 10-Q for the quarter ended
March 31, 2017.
These forward-looking statements are based on information as of
May 24, 2017 and
the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
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Item 9.01
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Financial Statements and Exhibits.
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3.1
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3.2
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3.3
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Amended and Restated By-laws of Adtalem Global Education Inc., as amended as of May 23,2017. |
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99.1
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Press Release: DeVry Education Group becomes Adtalem Global Education
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99.2
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Investor Day Materials
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ADTALEM GLOBAL EDUCATION INC.
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(Registrant)
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By:
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Vice President and Controller
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