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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 27, 2026 (May 21, 2026)
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-38002 | | 52-1492296 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
PMB 1158, 1000 Brickell Ave, Suite 715
Miami, FL 33131
(Address of principal executive offices, including zip code)
786-209-3368
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.004 per share
| LAUR | The NASDAQ Stock Market LLC |
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Laureate Education, Inc. 2026 Long-Term Incentive Plan
Laureate Education, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026 at which the Company’s stockholders approved the Laureate Education, Inc. 2026 Long-Term Incentive Plan (the “Plan”). The Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to directors, officers, employees, consultants and advisors of the Company and its affiliates incentive compensation, including incentive compensation measured by reference to the value of shares of the Company’s common stock. The material terms of the Plan are described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”) under the heading “Proposal 4: Approval of Laureate Education, Inc. 2026 Long-Term Incentive Plan”, which description is incorporated herein by reference. The descriptions of the Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 21, 2026. At the Annual Meeting, the stockholders voted on the items listed below:
Proposal 1: Election of Directors
Elected nine (9) directors, each of whom shall hold office for a term of one year, expiring at the Company’s 2027 Annual Meeting of Stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The vote was as follows:
| | | | | | | | | | | |
| Name of Nominee | FOR
| | WITHHELD
|
Andrew B. Cohen | 103,689,693 | | 27,148,347 |
| Julian Coulter | 130,338,623 | | 499,417 |
William J. Davis | 130,268,558 | | 569,482 |
Pedro del Corro | 130,258,914 | | 579,126 |
Aristides de Macedo | 130,313,950 | | 524,090 |
Barbara Mair | 130,447,260 | | 390,780 |
George Muñoz | 127,544,741 | | 3,293,299 |
Eilif Serck-Hanssen | 130,123,809 | | 714,231 |
Ian K. Snow | 98,386,712 | | 32,451,328 |
Broker Non-Votes: 2,569,173 for each director
Proposal 2: Non-binding Advisory Vote on Executive Compensation
Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the Company’s Proxy Statement for the Annual Meeting. The vote was as follows:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 123,923,828 | | 5,954,593 | | 959,619 | | 2,569,173 |
Proposal 3: For Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm
Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was as follows:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 131,970,921 | | 1,394,455 | | 41,837 | | 0 |
Proposal 4: Approval of the Laureate Education, Inc. Long-Term Incentive Plan
Approved the Laureate Education, Inc. Long-Term Incentive Plan. The vote was as follows:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 122,859,974 | | 7,052,457 | | 925,609 | | 2,569,173 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| LAUREATE EDUCATION, INC. |
| | |
| | |
| By: | /s/ Leslie S. Brush |
| Name: | Leslie S. Brush |
| Title: | Senior Vice President, Chief Legal Officer and Secretary |
Date: May 27, 2026