Adtalem Global Education Inc
For the period ended Nov 13, 2024. Filed Oct 17, 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.
Nov 13, 2024 · Filed Oct 17, 2024
Use the contents to explore the available documents and sections.
Contents
Voting Instructions
You may vote shares of Common Stock that you owned as of September 30, 2024, which is the record date for the Annual Meeting. You may vote the following ways:
| BY TELEPHONEIn the United States or Canada, you can vote your shares by calling 1-800-690-6903 | BY INTERNETYou can vote your shares online at www.proxyvote.com | BY MAILYou can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the accompanying postage-paid envelope | VIRTUALLYAttend the Annual Meeting online at www.virtualshareholdermeeting. com/ATGE2024. |
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For telephone and internet voting, you will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.
Telephone and internet voting are available through 11:59 p.m. Eastern Time on Tuesday, November 12, 2024.
If you sign and return your proxy card but give no direction or complete the telephonic or internet voting procedures but do not specify how you want to vote your shares, the shares will be voted:
| ● | FOR the election of the ten nominees recommended for election to the Board; |
| ● | FOR ratification of PwC as Adtalem’s independent registered public accounting firm for 2025; |
| ● | FOR approval of the compensation paid to Adtalem’s named executive officers during 2024; and |
| ● | With respect to any other matters properly presented at the Annual Meeting, the proxy committee appointed by the Board (and each of them with full powers of substitution) will vote in accordance with the Board’s recommendation, or if no recommendation is given, in their own discretion. |
Attending the Annual Meeting
To join the Annual Meeting, login at www.virtualshareholdermeeting.com/ATGE2024. You will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will begin at 8:00 a.m. Central Standard Time on November 13, 2024. Online check-in will be available beginning at 7:45 a.m. Central Standard Time to allow for shareholders to log in and test the computer audio system. Please allow ample time for the online check-in process. A replay of the Annual Meeting will also be posted on our website at www.adtalem.com for at least thirty (30) days after the meeting concludes.
Voting at the Annual Meeting
The way you vote your shares prior to the Annual Meeting will not limit your right to change your vote at the Annual Meeting if you attend virtually and vote by ballot. If you hold shares in street name and you want to vote at the Annual Meeting, you must obtain a valid legal proxy from the record holder of your shares at the close of business on the record date indicating that you were a beneficial owner of shares, as well as the number of shares of which you were the beneficial owner, on the record date, and appointing you as the record holder’s proxy to vote these shares. You should contact your bank, broker, or other intermediary for specific instructions on how to obtain a legal proxy.
Record Date
You may vote all shares of Common Stock that you owned as of the close of business on September 30, 2024, which is the record date for the Annual Meeting. On the record date, we had 37,778,262 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting.
Submitting A Question at the Annual Meeting
You may submit a question before the meeting or during the meeting via our virtual shareholder meeting website, www.virtualshareholdermeeting.com/ATGE2024. In light of the number of business items on the meeting agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the meeting will be able to do so. We also reserve the right to exclude questions that
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| Adtalem Global Education Inc. | 2024 Proxy Statement 71 |
relate to personal matters or are not relevant to meeting matters. Questions relevant to meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting.
Technical Difficulties During the Annual Meeting
If we experience technical difficulties during the Annual Meeting (e.g., a temporary or prolonged power outage), our Chairman will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later date (if the technical difficulty is more prolonged). In any situation, we will promptly notify shareholders of the decision via www.virtualshareholdermeeting.com/ATGE2024.
If you encounter technical difficulties accessing our Annual Meeting or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual shareholder meeting website: www.virtualshareholdermeeting.com/ATGE2024.
Ownership of Shares
You may own shares of Common Stock in one or more of the following ways:
| ● | Directly in your name as the shareholder of record, including shares purchased through our Colleague Stock Purchase Plan or RSU awards issued to employees under our long-term incentive plans. |
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| ● | Indirectly through a broker, bank or other intermediary in “street name.” |
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| ● | Indirectly through the Adtalem Stock Fund of our Retirement Plan. |
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If your shares are registered directly in your name, you are the holder of record of these shares and we are sending proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to our tabulating agent. If you hold your shares in street name, your broker, bank, or other intermediary is sending proxy materials to you and you may direct them how to vote on your behalf by completing the voting instruction form that accompanies your proxy materials.
Revocation of Proxies
You can revoke your proxy at any time before your shares are voted at the Annual Meeting if you:
| ● | Submit a written revocation to our General Counsel and Corporate Secretary, |
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| ● | Submit a later-dated proxy or voting instruction form, |
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| ● | Provide subsequent telephone or internet voting instructions, or |
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| ● | Vote virtually at the Annual Meeting. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.