ATGE 10-K Annual Report June 30, 2020 | Alphaminr
Adtalem Global Education Inc.

ATGE 10-K Fiscal year ended June 30, 2020

ADTALEM GLOBAL EDUCATION INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2(a) Agreement and Plan of Merger, dated May 18, 2016, by and among DeVry/Becker Education Development Corp., AGM Acquisition Corp., Cardinal Acquisition Merger Sub, Inc., Alert Global Media Holdings, LLC, and Registrant Exhibit 2.1 to the Registrants Form 8-K filed June 23, 2016 2(b) Stock Purchase Agreement, by and between the Registrant and Cogswell Education, LLC, dated December 4, 2017 (the Stock Purchase Agreement) Exhibit 2.1 to the Registrants Form 8-K dated December 4, 2017 2(c) Amendment No. 1 to the Stock Purchase Agreement, dated August 2, 2018 Exhibit 2.1 to the Registrants Form 8-K dated August 3, 2018 2(d) Amendment No. 2 to the Stock Purchase Agreement dated as of December 11, 2018, by and between the Registrant and Cogswell Exhibit 2.3 to the Registrants Form 8-K filed December 12, 2018 2(e) Amendment No. 3 to the Stock Purchase Agreement, dated as of December 11, 2018, by and between the Registrant and Cogswell Exhibit 2.4 to the Registrants Form 8-K filed December 12, 2018 2(f) Membership Interest Purchase Agreement, by and between the Registrant and San Joaquin Valley College, Inc., dated June 28, 2018 Exhibit 2.1 to the Registrants Form 8-K dated June 29, 2018 2(g) Stock Purchase Agreement by and among Global Education International B.V., Sociedade de Ensino Superior Estcio de S Ltda., Adtalem Global Education Inc., and Estcio Participaes S.A., dated as of October 18, 2019 Exhibit 2.1 to the Registrants Form 8-K dated October 23, 2019 2(h) Letter Agreement, by and among, Global Education International B.V., Sociedade de Ensino Superior Estcio de S Ltda., Adtalem Global Education Inc., and Estcio Participaes S.A., dated as of April 24, 2020 Exhibit 2.2 to the Registrants Form 8-K dated April 27, 2020 3(a) Restated Certificate of Incorporation of the Registrant, dated May 23, 2017 Exhibit3.2 to the Registrants Form8-K dated May 22, 2017 3(b) Amendment to Restated Certificate of Incorporation of the Registrant, dated May 23, 2017 Exhibit3.1 to the Registrants Form8-K dated May 22, 2017 3(c) Amended and Restated By-Laws of the Registrant, as amended as of May 23, 2017 Exhibit3.3 to the Registrants Form8-K dated May 22, 2017 4(a) Credit Agreement dated April 13, 2018, among the Registrant and certain subsidiaries of the Registrant identified therein, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith, Bank of Montreal, Fifth Third Bank and PNC Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners, Bank of Montreal, Fifth Third Bank and PNC Bank, National Association, as Co-Syndication Agents, The Northern Trust Company, as Documentation Agent, and The Other Lenders Party Thereto (the Credit Agreement) Exhibit10.1 to the Registrants Form8-K filed April 19, 2018 4(b) Description of Registrants Securities 10(a)* Registrants Amended and Restated Incentive Plan of 2005 Exhibit10.1 to the Registrants Form8-K dated November 10, 2010 10(b)* Registrants Fourth Amended and Restated Incentive Plan of 2013 Appendix A of the Supplement to Proxy Statement dated October 10, 2017 10(c)* Form of Nonqualified Stock Option Agreement for Executive Officers under the Amended and Restated Incentive Plan of 2005 Exhibit 10(e) to the Registrants Form 10-K for the year ended June 30, 2013 10(d)* Form of Nonqualified Stock Option Agreement for Employees under the Amended and Restated Incentive Plan of 2005 Exhibit 10(f) to the Registrants Form 10-K for the year ended June 30, 2013 10(e)* Form of Incentive Stock Option Agreement for Executive Officers under the Amended and Restated Incentive Plan of 2005 Exhibit 10(g) to the Registrants Form 10-K for the year ended June 30, 2013 10(f)* Form of Incentive Stock Option Agreement for Employees under the Amended and Restated Incentive Plan of 2005 Exhibit 10(h) to the Registrants Form 10-K for the year ended June 30, 2013 10(g)* Form of Full Value Share Award Agreement for Executive Officers under the Amended and Restated Incentive Plan of 2005 Exhibit 10.2 to the Registrants Form 8-K dated February 20, 2013 10(h)* Form of Full Value Share Award Agreement for Directors under the Amended and Restated Incentive Plan of 2005 Exhibit 10(j) to the Registrants Form 10-K for the year ended June 30, 2013 10(i)* Form of Full Value Share Award Agreement for Employees under the Amended and Restated Incentive Plan of 2005 Exhibit 10(k) to the Registrants Form 10-K for the year ended June 30, 2013 10(j)* Form of Performance Share Award Agreement for Executive Officers under the Amended and Restated Incentive Plan of 2005 Exhibit 10(l) to the Registrants Form 10-K for the year ended June 30, 2013 10(k)* Form of Stock Appreciation Rights Agreement under the Amended and Restated Incentive Plan of 2005 Exhibit 10.1 to the Registrants Form 8-K dated February 20, 2013 10(l)* Form of Nonqualified Stock Option Agreement for Executive Officers under the Fourth Amended and Restated Incentive Compensation Plan of 2013 Exhibit 10(o) to the Registrants Form 10-K for the year ended June 30, 2014 10(m)* Form of Nonqualified Stock Option Agreement for Employees under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(p) to the Registrants Form 10-K for the year ended June 30, 2014 10(n)* Form of Incentive Stock Option Agreement for Executive Officers under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(q) to the Registrants Form 10-K for the year ended June 30, 2014 10(o)* Form of Incentive Stock Option Agreement for Employees under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(r) to the Registrants Form 10-K for the year ended June 30, 2014 10(p)* Form of Full Value Share Award Agreement for Executive Officers under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10.1 to the Registrants Form 8-K dated May 8, 2014 10(q)* Form of Full Value Share Award Agreement for Directors under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(t) to the Registrants Form 10-K for the year ended June 30, 2014 10(r)* Form of Full Value Share Award Agreement for Employees under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(u) to the Registrants Form 10-K for the year ended June 30, 2014 10(s)* Form of Performance Share Award Agreement for Executive Officers under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(v) to the Registrants Form 10-K for the year ended June 30, 2014 10(t)* Form of Performance Share Award Agreement for Employees under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(w) to the Registrants Form 10-K for the year ended June 30, 2014 10(u)* Form of Restricted Cash Award Agreement for Employees under the Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(x) to the Registrants Form 10-K for the year ended June 30, 2014 10(v)* Registrants Nonqualified Deferred Compensation Plan Exhibit 4.3 to the Registrants Form S-8 dated August 27, 2014 10(w)* Registrants Success Sharing Retirement Plan Exhibit 4.3 to the Registrants Form S-8 dated August 27, 2014 10(x)* Form of Indemnification Agreement between the Registrant and its Directors Exhibit10(f) to the Registrants Form10-K for the year ended June 30, 2010 10(z)* First Amendment to Senior Advisor Agreement between the Registrant and Ronald L. Taylor Exhibit 10(r) to the Registrants Form 10-K for the year ended June 30, 2013 10(aa)* Employment Agreement between the Registrant and Lisa W. Wardell, dated May 24, 2016 Exhibit 10.1 to the Registrants Form 8-K dated May 27, 2016 10(bb)* Executive Employment Agreement between the Registrant and Patrick J. Unzicker, dated May 31, 2016 Exhibit 10.1 to the Registrants Form 8-K dated June 1, 2016 10(cc)* Executive Employment Agreement between the Registrant and Gregory S. Davis, dated July 7, 2016 Exhibit 10.1 to the Registrants Form 8-K dated January 1, 2017 10(dd)* Executive Employment Agreement between the Registrant and Steven Riehs, dated May 17, 2013 Exhibit 10.1 to the Registrants Form 8-K dated May 22, 2013 10(ee)* Executive Employment Agreement between the Registrant and Susan Groenwald, dated September 1, 2011 Exhibit 10(ii) to the Registrants Form 10-K for the year ended June 30, 2014 10(ff)* Executive Employment Agreement between the Registrant and Donna N. Jennings-Howell, dated October 12, 2009 Exhibit 10(jj) to the Registrants Form 10-K for the year ended June 30, 2018 10(gg)* Executive Employment Agreement between the Registrant and Mehul R. Patel, dated September 5, 2017 Exhibit 10(kk) to the Registrants Form 10-K for the year ended June 30, 2018 10(hh)* Executive Employment Agreement between the Registrant and Stephen W. Beard, dated February 1, 2018 Exhibit 10(kk) to the Registrants Form 10-K for the year ended June 30, 2019 10(ii)* Executive Employment Agreement between the Registrant and Kathy Boden Holland, dated May 9, 2018 Exhibit 10(ll) to the Registrants Form 10-K for the year ended June 30, 2019 10(jj)* Letter Agreement among the Registrant, Michael W. Malafronte and International Value Advisers, LLC and affiliated parties listed therein, dated October 3, 2017 Exhibit 10.1 to the Registrants Form 8-K dated October 4, 2017 10(kk) Promissory Note, dated December 11, 2018, by and between Adtalem and DeVry University, Inc. Exhibit 2.5 to the Registrants Form 8-K dated December 12, 2018 10(ll)* Executive Employment Agreement between the Registrant and Michael O. Randolfi Exhibit 10.1 to the Registrants Form 8-K dated August 27, 2019 10(mm)* Offer Letter between Adtalem Global Education Inc. and Robert Phelan, dated January 27, 2020 Exhibit 10.1 to the Registrants Form 8-K dated February 18, 2020 10(nn)* Executive Employment Agreement between the Registrant and Karen S. Cox, dated June 15, 2018 21 Subsidiaries of the Registrant 23 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended 32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**