LAUREATE EDUCATION INC
For the period ended May 30, 2024. Filed Apr 19, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 19, 2024
Contents
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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LAUREATE EDUCATION INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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PMB 1158, 1000 Brickell Ave, Suite 715
Miami, Florida 33131
April 19, 2024
Dear Stockholder,
We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time. Our virtual meeting format is designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at anin-person meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2024.
The attached Notice of 2024 Annual Meeting and proxy statement describe the business that we will conduct at the 2024 Annual Meeting webcast and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the meeting will be held to:
| 1. | Elect the ten (10) director nominees named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Hold an advisory vote on the frequency of future advisory votes on executive compensation. |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
| 5. | To transact such other business as may properly come before the 2024 Annual Meeting and any adjournments thereof. |
Please carefully read each of the proposals in the accompanying proxy statement before you vote.
Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form, if you have received one.
Thank you for your continued interest in Laureate.
Sincerely,
Kenneth W. Freeman
Chairman of the Board of Directors
The proxy statement is dated April 19, 2024 and is first being made available to stockholders on or about April 19, 2024.
Notice of 2024 Annual Meeting
of Stockholders
| Date and Time Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time | Location Online only at www.virtualshareholder meeting.com/LAUR2024 | Who Can Vote The record date for the Annual Meeting is April 2, 2024. If you held Laureate Education, Inc. stock at the close of business on that date, you are entitled to vote at the Annual Meeting. |
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Items of Business
Proposal
| 1. | Elect the ten (10) director nominees named in this Proxy Statement. |
| 2. | Hold an advisory vote to approve named executive officer compensation. |
| 3. | Hold an advisory vote on the frequency of future advisory votes on executive compensation. |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as Laureate’s independent registered public accounting firm for the year ending December 31, 2024. |
Stockholders will also transact any other business that properly comes before the 2024 Annual Meeting and any adjournment.
Voting Methods
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.
| INTERNET www.proxyvote.com | TELEPHONE 1-800-690-6903 | MAIL Complete, sign, date and return your proxy card (if you received one) in the envelope provided. | ONLINE AT ANNUAL MEETING www.virtualshareholder meeting.com/LAUR2024 |
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A list of the holders of record of our common stock will be available at the 2024 Annual Meeting webcast and, during the 10 days prior to the 2024 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.
BY ORDER OF THE BOARD OF DIRECTORS:
Leslie S. Brush
Senior Vice President, Chief Legal Officer and Secretary
April 19, 2024
Important Notice Regarding the Availability of Proxy Materials for the
2024 Annual Meeting to be held on May 30, 2024:
Our Proxy Statement and 2023 Annual Report are available at
www.proxyvote.com.
| Proxy Statement Summary | 1 |
|---|---|
| Proposal 1: Election of Directors | 2 |
| Recommendation of our Board of Directors | 2 |
| Nominees for Election to the Board of Directors | 2 |
| Corporate Governance | 6 |
| Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement | 6 |
| Director Independence | 7 |
| Board Composition and Diversity | 7 |
| Board Leadership Structure | 8 |
| Board Attendance | 9 |
| Board Committees | 9 |
| Code of Conduct and Ethics | 11 |
| Board and Committee Oversight of Risk Management | 11 |
| Cybersecurity and Information Security Oversight | 12 |
| Succession Planning | 13 |
| Commitment to Impact | 13 |
| Delinquent Section 16(a) Reports | 14 |
| Executive Compensation | 15 |
| Compensation Discussion and Analysis | 15 |
| Compensation Committee Report | 26 |
| 2023 Executive Compensation Tables | 27 |
| Summary Compensation Table | 27 |
| Grants of Plan-Based Awards | 29 |
| Outstanding Equity Awards at Fiscal Year-End | 29 |
| Option Exercises and Stock Vested | 31 |
| Potential Payments upon Termination or Change in Control | 31 |
| CEO Pay Ratio | 35 |
| Pay Versus Performance | 36 |
| Director Compensation | 38 |
| Equity Plan Compensation Information | 40 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 41 |
| Certain Relationships and Related Party Transactions, and Director Independence | 43 |
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| Wengen Securityholders Agreement and Registration Rights Agreement | 43 |
| Management Stockholder’s Agreements | 44 |
| Conflicts of Interest Policy | 44 |
| Proposal 2: Non-Binding Advisory Vote on Executive Compensation (“Say-on-Pay”) | 45 |
| Recommendation of our Board of Directors | 45 |
| Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (“Say-on-When”) | 46 |
| Recommendation of our Board of Directors | 46 |
| Proposal 4: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm | 47 |
| Recommendation of our Board of Directors | 47 |
| Audit and Risk Committee Matters | 48 |
| Audit and Risk Committee Report | 48 |
| Audit Fees and All Other Fees | 49 |
| Audit and Risk Committee Pre-approval of Service of Independent Registered Public Accounting Firm | 49 |
| Other Information | 50 |
| Questions and Answers about the 2024 Annual Meeting | 50 |
| Communications with the Board of Directors | 54 |
| Deadlines for Submitting Stockholder Proposals for the 2025 Annual Meeting | 54 |
| Householding of Proxy Materials | 55 |
| Other Matters | 55 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.