Adtalem Global Education Inc
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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FY2024 · Filed Aug 6, 2024
CVSA$116.50+2.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
| 1. | Financial Statements |
Consolidated Financial Statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”
| 2. | Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.
| 3. | Exhibits |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 2.1 | | Stock Purchase Agreement, by and between the Registrant and Cogswell Education, LLC, dated December 4, 2017 (the “Cogswell Agreement”) | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated December 4, 2017 |
| 2.2 | | Amendment No. 1 to the Cogswell Agreement, dated August 2, 2018 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated August 3, 2018 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 2.3 | | Amendment No. 2 to the Cogswell Agreement dated as of December 11, 2018 | | | | Exhibit 2.3 to the Registrant’s Form 8-K dated December 12, 2018 |
| 2.4 | | Amendment No. 3 to the Cogswell Agreement, dated as of December 11, 2018 | | | | Exhibit 2.4 to the Registrant’s Form 8-K dated December 12, 2018 |
| 2.5 | | Membership Interest Purchase Agreement, by and between the Registrant and San Joaquin Valley College, Inc., dated June 28, 2018 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated June 29, 2018 |
| 2.6 | | Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of September 11, 2020 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated September 16, 2020 |
| 2.7 | | Waiver and Amendment to Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of July 21, 2021 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated July 27, 2021 |
| 2.8 | | Equity Purchase Agreement, by and among McKissock, LLC, Avalon Acquiror, Inc. and the Registrant, dated as of January 24, 2022 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated January 25, 2022 |
| 2.9 | | Equity Purchase Agreement Side Letter, by and among McKissock, LLC, Avalon Acquiror, Inc. and the Registrant, dated as of March 10, 2022 | | | | Exhibit 2.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2022 |
| 3.1 | | Restated Certificate of Incorporation of the Registrant, dated May 23, 2017 | | | | Exhibit 3.2 to the Registrant’s Form 8-K dated May 22, 2017 |
| 3.2 | | Amendment to Restated Certificate of Incorporation of the Registrant, dated November 8, 2023 | | X | | |
| 3.3 | | Amended and Restated By-Laws of the Registrant, as amended November 27, 2023 | | | | Exhibit 3.1 to the Registrant’s Form 8-K dated November 29, 2023 |
| 4.1 | | Description of Registrant’s Securities | | X | | |
| 4.2 | | Indenture, dated as of March 1, 2021, by and between Adtalem Escrow Corporation, as predecessor to the Registrant, as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank National Association, as trustee and notes collateral agent (the “Note Indenture”) (which Note Indenture includes as Exhibit A, the Form of 5.500% Senior Notes due 2028) | | | | Exhibit 4.1 to the Registrant’s Form 8-K dated March 1, 2021 |
| 4.3 | | Supplemental Indenture, dated as of August 12, 2021, by and between the Registrant, as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank National Association, as trustee and notes collateral agent, pursuant to which Registrant assumed the obligations of Adtalem Escrow Corporation under the Note Indenture | | | | Exhibit 4.2 to the Registrant’s Form 8-K dated August 12, 2021 |
| 4.4 | | Credit Agreement, dated as of August 12, 2021, by and between the Registrant, as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (the “Credit Agreement”) | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated August 12, 2021 |
| 4.5 | | Amendment No. 1 to Credit Agreement | | | | Exhibit 4(e) to the Registrant’s Form 10-K for the year ended June 30, 2023 |
| 4.6 | | Amendment No. 2 to Credit Agreement | | | | Exhibit 4(a) to the Registrant’s Form 10-Q for the quarter ended March 31, 2024 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
|---|---|---|---|---|---|---|
| 10.1* | | Registrant’s Fourth Amended and Restated Incentive Plan of 2013 | | | | Exhibit 10(f) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.2* | | Registrant’s Nonqualified Deferred Compensation Plan | | | | Exhibit 4.3 to the Registrant’s Form S-8 dated August 27, 2014 |
| 10.3* | | Registrant’s Retirement Plan | | | | Exhibit 10(d) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.4* | | Amendment One to the Registrant’s Retirement Plan | | | | Exhibit 10(e) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.5* | | Amendment Two to the Registrant’s Retirement Plan | | | | Exhibit 10(f) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.6* | | Amendment Three to the Registrant’s Retirement Plan | | | | Exhibit 10(g) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.7* | | Form of Nonqualified Stock Option Agreement for Executive Officers | | | | Exhibit 10(o) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.8* | | Form of Nonqualified Stock Option Agreement for Employees | | | | Exhibit 10(p) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.9* | | Form of Incentive Stock Option Agreement for Executive Officers | | | | Exhibit 10(q) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.10* | | Form of Incentive Stock Option Agreement for Employees | | | | Exhibit 10(r) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.11* | | Form of Full Value Share Award Agreement for Executive Officers | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated May 8, 2014 |
| 10.12* | | Form of Full Value Share Award Agreement for Directors | | | | Exhibit 10(t) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.13* | | Form of Full Value Share Award Agreement for Employees | | | | Exhibit 10(u) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.14* | | Form of Performance Share Award Agreement for Executive Officers | | | | Exhibit 10(v) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.15* | | Form of Performance Share Award Agreement for Employees | | | | Exhibit 10(w) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.16* | | Form of Restricted Cash Award Agreement for Employees | | | | Exhibit 10(x) to the Registrant’s Form 10-K for the year ended June 30, 2014 |
| 10.17* | | Form of Nonqualified Stock Option Award Agreement for Executive Officers (for awards granted in fiscal year 2022) | | | | Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.18* | | Form of Incentive Stock Option Award Agreement for Executive Officers (for awards granted in fiscal year 2022) | | | | Exhibit 10(b) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
|---|---|---|---|---|---|---|
| 10.19* | | Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2022) | | | | Exhibit 10(c) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.20* | | Form of Restricted Stock Unit Award Agreement for Directors (for awards granted in fiscal year 2022) | | | | Exhibit 10(d) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.21* | | Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2022) | | | | Exhibit 10(e) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.22* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2022) | | | | Exhibit 10(f) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.23* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2022) | | | | Exhibit 10(g) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.24* | | Form of Restricted Cash Award Agreement for Employees (for awards granted in fiscal year 2022) | | | | Exhibit 10(h) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.25* | | Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2023) | | | | Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.26* | | Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2023) | | | | Exhibit 10(b) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.27* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2023) | | | | Exhibit 10(c) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.28* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2023) | | | | Exhibit 10(d) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.29* | | Form of Restricted Cash Award Agreement for Employees (for awards granted in fiscal year 2023) | | | | Exhibit 10(e) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.30* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2024) | | | | Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended December 31, 2023 |
| 10.31* | | Form of Indemnification Agreement between the Registrant and its Directors | | | | Exhibit 10(f) to the Registrant’s Form 10-K for the year ended June 30, 2010 |
| 10.32* | | Executive Employment Agreement between the Registrant and Gregory S. Davis, dated July 7, 2016 | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated January 1, 2017 |
| 10.33* | | Executive Employment Agreement between the Registrant and Steven Riehs, dated May 17, 2013 | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated May 22, 2013 |
| 10.34* | | Executive Employment Agreement between the Registrant and Donna N. Jennings-Howell, dated October 12, 2009 | | | | Exhibit 10(jj) to the Registrant’s Form 10-K for the year ended June 30, 2018 |
| 10.35* | | Executive Employment Agreement between the Registrant and Michael O. Randolfi | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated August 27, 2019 |
| 10.36* | | Executive Employment Agreement between the Registrant and Karen S. Cox, dated June 15, 2018 | | | | Exhibit 10(nn) to the Registrant’s Form 10-K for the year ended June 30, 2020 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 10.37* | | Executive Employment Agreement between the Registrant and Douglas G. Beck, dated May 6, 2021 | | | | Exhibit 10(gg) to the Registrant’s Form 10-K for the year ended June 30, 2021 |
| 10.38* | | Executive Employment Agreement effective September 8, 2021, between the Registrant and Stephen W. Beard | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated August 6, 2021 |
| 10.39* | | Executive Employment Agreement effective October 18, 2021, between the Registrant and Robert J. Phelan | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated November 15, 2021 |
| 10.40* | | Separation Agreement and Release dated April 10, 2024 between the Registrant and Dr. John Danaher | | | | Exhibit 10.1 to the Registrant’s Form 8K/A dated September 6, 2023 |
| 10.41* | | Executive Employment Agreement between the Registrant and Maurice Herrera | | | | Exhibit 10(qq) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.42* | | Executive Employment Agreement between the Registrant and Steven Tom | | | | Exhibit 10(rr) to the Registrant’s Form 10-K for the year ended June 30, 2023 |
| 10.43* | | Executive Employment Agreement between the Registrant and Michael Betz | | X | | |
| 19.1 | | Insider Trading Policy | | X | | |
| 21.1 | | Subsidiaries of the Registrant | | X | | |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | | X | | |
| 31.1** | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | | X | | |
| 31.2** | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | | X | | |
| 32.1** | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | |
| 97.1 | | Incentive Compensation Recovery Policy | | X | | |
| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | X | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | X | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | X | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | |
- Designates management contracts and compensatory plans or arrangements.
** Filed or furnished herewith.
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