Adtalem Global Education Inc

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

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Adtalem Global Education Inc.

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About Us

Who We Are

Adtalem Global Education is the leading provider of healthcare education in the U.S., changing the face of healthcare by preparing a diverse workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and inclusivity is reflected in our expansive network of institutions. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine, and Walden University.

STUDENT FOCUSED

As of October 1, 2024

Message from our President and CEO, Steve Beard

October 17, 2024

Fellow Shareholders,

Fiscal year 2024 marked a highly successful year for Adtalem as we strengthened our position as the leader in healthcare education. Our commitment to operational excellence and strategic integration across our five institutions has optimized resource allocation, ensuring high returns on investment and enhancing our essential role in the U.S. healthcare system.

In 2024, we extended our market reach and bolstered program participation, serving a diverse student body and reinforcing ties with healthcare providers. Focusing on long-term value creation, our purpose-driven organization balances inclusive access with strategic growth, evidenced by a 10% increase in total enrollment in the fourth quarter and surpassing our financial expectations. We made effective use of capital, including share repurchases, reinforcing our commitment to generating shareholder value.

Our societal and healthcare impact continues to grow significantly. In 2024, Adtalem graduated over 30,000 students: approximately 90% in healthcare programs, half from diverse backgrounds. Our graduates contribute to resolving critical national challenges, improving community health outcomes and bridging educational gaps.

Significant achievements include a 98% residency attainment rate for our medical graduates 1 and expansion initiatives like announcing Chamberlain’s 24th campus and online nursing program. Walden University graduated 12,000 students, advancing our mission with innovative scholarships.

Our "Growth with Purpose" strategy is exceeding initial expectations, delivering unprecedented enrollment levels and sustaining high student retention. This strategic focus on marketing, enrollment, retention, pricing and program diversity creates operational leverage and sustains student-focused investments.

Looking ahead, we will continue advancing our societal impact and healthcare contributions, driven by our 10,000 colleagues, 83,000 current students and 350,000 alumni. We remain committed to our mission. And we are grateful for your unwavering support.

Sincerely,

Steve Beard**

**President and Chief Executive Officer

1 Combined, American University of the Caribbean School of Medicine (AUC) and Ross University School of Medicine (RUSM) students and graduates had a 98% first-time residency attainment rate for the 2024 match.

Notice of Annual Meeting of Shareholders

Shareholders will also consider such other business as may come properly before the Annual Meeting or any adjournment thereof.

To participate in the 2024 Annual Meeting, you will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

This notice and Proxy Statement, voting instructions, and Adtalem Global Education Inc.’s 2024 Annual Report to Shareholders are being first sent or given to shareholders on or about October 17, 2024.

Douglas G. Beck

Senior Vice President, General Counsel, Corporate Secretary and Institutional Support Services

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 13, 2024. Our Proxy Statement and the Adtalem Global Education Inc. Annual Report for 2024 are available online at www.proxyvote.com or at our investor relations website, http://investors.adtalem.com.

This summary highlights selected information about the items to be voted on at the Annual Meeting. It does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Diverse mix of backgrounds, current and former CEOs, a medical professional, a former finance executive at a leading global company, and corporate and academic leadership expertise.

BOARD HIGHLIGHTS

Listed below are certain skills, qualifications, and experiences that we consider important for our director nominees in light of our current business strategy and structure. The list of skills and the following matrix are a valuable tool for the Board as they consider skills and experiences that may need to be replaced, updated or added.

Adtalem Global Education Director Skills Matrix 2024

CORPORATE GOVERNANCE HIGHLIGHTS

Shareholder Engagement

We conduct regular outreach and engagement with our shareholders and value their insight and feedback.

OUR OUTREACH

We reached out to our shareholders representing more than80% of shares owned.

Ongoing Enhancements

Our Board continually monitors best practices in corporate governance and, consistent with feedback from shareholders and other stakeholders, has taken the following actions in recent years:

Ongoing Best Practices

BOARD COMMITTEES

•We have five Board committees – Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance, each of which typically meets at least four times per year•The Chair of each committee, in consultation with the committee members, determines the frequency and length of committee meetings•Our Board and each of its committees are authorized to retain independent advisors at Adtalem’s expense

DIRECTOR STOCK OWNERSHIP

•60% of our non-employee directors’ annual compensation (excluding fees for other additional roles) is in the form of restricted stock units (“RSUs”)•Our non-employee directors are subject to a policy requiring their ownership of shares with a value equal to or in excess of three times their annual retainer

CONTINUOUS IMPROVEMENT

•New directors receive a tailored, two-day, live training program about Adtalem and its institutions from management•Our directors are encouraged to participate in director-oriented training and board education programs•The Board annually undergoes a self-assessment process to critically evaluate its performance at a committee and Board level

COMMUNICATION

•Our Board engages in open and frank discussions with each other and with senior management•Our directors have access to all members of management

EXECUTIVE COMPENSATION HIGHLIGHTS

●Strong linkage of pay to individual, institutional, and financial performance

●Balanced compensation program aligning performance to interests of shareholders, students, and other stakeholders

Our Compensation Framework

2024 COMPENSATION SNAPSHOT

SUSTAINABILITY AND COMMUNITY RELATIONS

Adtalem is committed to a holistic approach to our communities, providing quality learning and working opportunities, caring for the places where we operate, and conducting our business in a transparent and responsible manner. We advanced our ESG strategy during fiscal year 2024 and remained steadfastly focused on our overarching philosophy of stewardship. Adtalem publishes an annual Sustainability Report in which we document our continued commitment to sustainability and our ongoing progress to the topics that matter to our key stakeholders and partners. Our most recent Sustainability Report can be found at: adtalem.com/sustainability

ADTALEM GLOBAL EDUCATION SUSTAINABILITY COMMITMENT

​Adtalem Global Education operates in a sustainable, ethical, and responsible manner as we increase access and equity in education and workforce training. Adtalem is committed to protecting the environment, increasing climate awareness and resilience, continuously increasing our diverse and inclusive culture, and investing in the well-being of the communities where we teach, learn, and work.

1 Total emissions percent change compared to baseline (FY2019) only evaluates direct paid utilities in the calculation. Going forward, Adtalem will be using FY 2024 data as the new baseline for calculations due to our expanded data set.

2 Under-represented minority includes students who identify as: American Indian or Alaska Native, Black or African American, Hispanic or Latino, Native Hawaiian or other Pacific Islander.

DIVERSITY, EQUITY, AND INCLUSION

At Adtalem, diversity, equity, and inclusion (DEI) is core to our mission. Our DEI commitments are far-reaching – from our emphasis on cultivating a workplace culture where differences are celebrated to our inclusive admission process and focus on advancing health equity in the communities we serve. We are proud to stand for equality and social justice at the enterprise level and across our family of institutions, and we remain committed to equipping a diverse community of learners to be the culturally aware professionals our communities desperately need.