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AGM 2025

Nov 12, 2025

Doug Beck
SVP, General Counsel, and Corporate Secretary, Adtalem

Welcome to the Adtalem Global Education 2025 Annual Meeting of Shareholders. My name is Doug Beck, and I am the Senior Vice President, General Counsel, and Corporate Secretary of Adtalem. If you have technical difficulties accessing our annual meeting or asking questions during the annual meeting, a support line is available on the login page of the Virtual Shareholder Meeting website at www.virtualshareholdermeeting.com/ATGE2025. It is now my pleasure to introduce you to our CEO and the Chairman of Adtalem's Board of Directors, Steve Beard.

Steve Beard
CEO and Chairman, Adtalem

Thanks, Doug. Again, welcome to the 2025 Adtalem Global Education Annual Meeting of Shareholders. We appreciate you joining us today. I will now call this meeting to order, and we will follow the rules of conduct and order of business of the meeting as listed in the program posted on the Virtual Meeting website. Now, I'd like to introduce our Board of Directors. Each director is attending today's meeting virtually, and all of them are pictured on the meeting site. A career summary for each director is included in our proxy statement. Our directors are Bill Burke, Donna Hrinak , Georgette Kiser , Liam Krehbiel , Michael Malafronte , who's also our lead independent director, Ken Phelan , Sharon O'Keeffe, Betty Vandenbosch , and Lisa Wardell. I am also proud to be a director of our company. Also joining us today is PricewaterhouseCoopers representative Kristin Krogstie .

My final introduction is for the Broadridge Investor Communication Solutions representative, Andrew Wilcox. He will serve as Inspector of Elections. Doug Beck, Secretary of the Meeting, has reported to me that the Notice of Internet Availability of Proxy Materials was first mailed on October 2nd, 2025, to shareholders of record as of September 23rd, 2025. The Secretary has also advised me that over 68% of the shares of common stock are represented virtually or by proxy and that a quorum is present. The Inspector of Elections has signed the Inspector's Oath, which will be filed with the records of the meeting. With the holders of record of a majority of the issued and outstanding common stock of Adtalem entitled to vote at this meeting being present virtually or by proxy, I hereby declare a quorum present for all purposes.

The meeting is therefore declared lawfully and properly convened, and we may proceed to the transaction of business for which the meeting has been called. On behalf of the Board, I would like to express my appreciation to all shareholders who returned their proxies. Those of you who wish to vote during the virtual meeting will be able to do so. I now declare the polls open. After voting has been completed on all matters on the agenda, ballots will be counted, and the results will be announced. The first item of business for this meeting is to elect 10 directors to serve until the 2026 Annual Meeting of Shareholders. The Board of Directors has unanimously recommended that Adtalem shareholders approve the election of each nominee for director. The Secretary, Mr. Beck, will present the nominations of the Board of Directors to the shareholders.

Doug Beck
SVP, General Counsel, and Corporate Secretary, Adtalem

Mr. Chairman, on behalf of the Board, I nominate Stephen W. Beard, William W. Burke, Donna J. Hrinak , Georgette Kiser, Liam Krehbiel , Michael W. Malafronte, Sharon L. O'Keeffe, Kenneth J. Phelan, Betty Vandenbosch, and Lisa W. Wardell to stand for election for the term ending in 2026 as provided in Adtalem's Certificate of Incorporation.

Steve Beard
CEO and Chairman, Adtalem

The second item of business is to ratify the Audit and Finance Committee selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem for the current fiscal year ending June 30, 2026. The Board has unanimously recommended that Adtalem shareholders ratify the selection of PricewaterhouseCoopers as the independent registered public accounting firm for Adtalem and its subsidiaries to audit the financial statements of Adtalem and its subsidiaries for the fiscal year 2026. Mr. Beck will present the resolution to shareholders.

Doug Beck
SVP, General Counsel, and Corporate Secretary, Adtalem

Mr. Chairman, on behalf of the Board, I submit the following resolution. Resolved that the selection of PricewaterhouseCoopers as the independent registered public accounting firm for Adtalem and its subsidiaries to audit the financial statements of Adtalem and its subsidiaries for the fiscal year 2026 is hereby ratified.

Steve Beard
CEO and Chairman, Adtalem

The final item of business for this meeting is to conduct an advisory vote to approve the compensation of our named executive officers for fiscal year 2025 as set forth in the proxy statement. The Board of Directors has unanimously recommended that Adtalem's shareholders approve the compensation of Adtalem's named executive officers. Mr. Beck will present the resolution to shareholders.

Doug Beck
SVP, General Counsel, and Corporate Secretary, Adtalem

Mr. Chairman, on behalf of the Board, I submit the following resolution. Resolved that the compensation paid to the Adtalem Global Education Inc. named executive officers, as disclosed in the company's proxy statement for the 2025 Annual Meeting of Shareholders, pursuant to the rules of the Securities and Exchange Commission, including the compensation discussion and analysis compensation tables and any other related disclosures, is hereby approved. I ask that any shareholder voting virtually please do so now. I now declare that the polls are closed.

Steve Beard
CEO and Chairman, Adtalem

The Inspector of Elections has advised me of the following: the total shares voted were at least 24.8 million shares representing at least 68% of the issued and outstanding shares as of the record date, confirming a quorum for the transaction of business. In the matter of the election of 10 directors to serve until the 2026 Annual Meeting of Shareholders, each nominee received at least 22 million votes, a substantial majority of the shares represented on the record date. In the matter of the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem for the current fiscal year, at least 98% of the shareholders voted in favor. In the matter of the advisory vote on executive compensation of Adtalem's named executive officers, over 86% of the shareholders voted in favor.

The exact results for each of the three items of business will be included in the Inspector's Report, which will be filed as part of the record of the meeting and set forth in a Form 8-K filed with the Securities and Exchange Commission. I hereby declare that the nominees for director are Stephen W. Beard, William W. Burke, Donna J. Hrinak , Georgette Kiser, Liam Krehbiel , Michael W. Malafronte, Sharon L. O'Keeffe, Kenneth J. Phelan, Betty Vandenbosch, and Lisa W. Wardell have been approved. That the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem has been duly ratified, and that the shareholders of Adtalem have voted on an advisory basis to approve the executive compensation of Adtalem's named executive officers. Mr. Secretary, is there any other business to come before the meeting as allowed under the bylaws of the corporation?

Doug Beck
SVP, General Counsel, and Corporate Secretary, Adtalem

No, Mr. Chairman.

Steve Beard
CEO and Chairman, Adtalem

That concludes the formal portion of the meeting. The meeting is now adjourned. If any shareholder has a question, we ask that you submit it now. That concludes the time we have allowed for questions and answers. Thank you for attending Adtalem's Annual Shareholders Meeting and for your continued support of our company. Stay well.

Operator

That concludes our meeting today. You may now.

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