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 22, 2017
 

ADTALEM GLOBAL EDUCATION INC.
 (Exact name of registrant as specified in its charter)
 

 
Delaware
 
1-13988
 
36-3150143
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
3005 Highland Parkway
Downers Grove, Illinois
 
60515
(Address of principal executive offices)
 
(Zip Code)
 
(630) 515-7700
(Registrant’s telephone number, including area code)
N/A
(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))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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.
 


Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.
 
Adtalem Global Education Inc. (the “Company”) held a Special Meeting of Shareholders on May 22, 2017 (the “Special Meeting”).  For more information on the proposal presented at the meeting, see the proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on May 1, 2017 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. At the Special Meeting, shareholders approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to change the Company’s name from DeVry Education Group Inc. to Adtalem Global Education Inc. The Amendment was filed with the Secretary of State of the State of Delaware on May 23, 2017 and became effective immediately upon filing.  The Company subsequently filed a restatement of its certificate of incorporation (the “Restated Certificate of Incorporation”) consolidating all prior amendments, including the name change amendment, which became effective immediately upon filing.   Complete copies of the Amendment and the Restated Certificate of Incorporation are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K .
 
On April 13, 2017, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated By-laws, as amended (the “By-laws”), to reflect the change of the name from DeVry Education Group Inc. to Adtalem Global Education Inc. so that on the first page of the By-laws the reference to “DeVry Education Group Inc.” would be amended to read “Adtalem Global Education Inc.”  The amendment took effect upon the filing of the Amendment with the Secretary of State of the State of Delaware on May 23, 2017. A complete copy of the By-laws, as amended, is attached hereto as Exhibit 3.3 to this Current Report on Form 8-K .
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
Set forth below are the final voting results at the Special Meeting held on May 22, 2017 of a proposal to amend the Company’s Restated Certificate of Incorporation to change the Company’s name from DeVry Education Group Inc. to Adtalem Global Education Inc.:

Affirmative Votes
Votes Against
Abstain
51,177,806
211,982
18,419
 
 
Item 7.01
Regulation FD Disclosure.

Announcement of Name Change
On May 24, 2017, the Company announced it had changed its name from DeVry Education Group Inc. to Adtalem Global Education Inc.  A copy of the press release issued in connection with the name is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Investor Day Information and Materials
On May 24, 2017, the Company will hold an Investor Day presentation in Chicago. The event will take place at the co-located campus of Chamberlain University and DeVry University, located at 3300 N. Campbell Ave. in Chicago.  The event begins at 10 a.m. CDT and will conclude at 3 p.m. CDT.   The event will also be webcast live at https://event.webcasts.com/starthere.jsp?ei=1144887 .  An optional campus tour is available for those who wish to attend following the conclusion of the webcast.
The presentation materials are available on the Company’s website at adtalem.com   and are attached as Exhibit 99.2 to this Current Report on Form 8-K .
For those unable to listen to the webcast live, a replay will be available for 30 days on the investor relations section of the Company’s website, adtalem.com .
 
 

 
The information disclosed in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing. 
Cautionary Note on Forward Looking Statements
Certain statements contained in this Form 8-K and furnished materials, including those that affect the Company’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Adtalem Global Education Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause the Company’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and its most recent Form 10-Q for the quarter ended March 31, 2017.
These forward-looking statements are based on information as of May 24, 2017 and the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
 
Item 9.01
Financial Statements and Exhibits.
 
 
3.1
Amendment to Restated Certificate of Incorporation, dated May 23, 2017
 
 
 
 
3.2
Restated Certificate of Incorporation, dated May 23, 2017
 
 
 
 
3.3
Amended and Restated By-laws of Adtalem Global Education Inc., as amended as of May 23,2017.
 
 
 
 
99.1
Press Release: DeVry Education Group becomes Adtalem Global Education
 
 
 
 
99.2
Investor Day Materials
 


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.
 
 
ADTALEM GLOBAL EDUCATION INC.
 
(Registrant)
     
Date: May 24, 2017
By:
/s/ Kathleen A. Carroll
   
Kathleen A. Carroll
   
Vice President and Controller
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
DEVRY EDUCATION GROUP INC.
It is hereby certified that:
1.             The name of the corporation (hereinafter called the “Corporation”) is DeVry Education Group Inc.
2.              The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out Article FIRST in its entirety and by substituting in lieu of Article FIRST the following:
FIRST : The name of the Corporation is Adtalem Global Education Inc. (hereinafter the “Corporation”).”
3.              The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted and has been given in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated as of: May 23, 2017
 
 
/s/ Lisa W. Wardell
 
 
Lisa W. Wardell
 
 
Chief Executive Officer and President
 
 
Exhibit 3.2
 
RESTATED CERTIFICATE OF INCORPORATION
OF
ADTALEM GLOBAL EDUCATION INC.
Adtalem Global Education Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:
1. The Corporation was formed as a Delaware corporation named DeVry Inc. pursuant to the Certificate of Incorporation filed in the office of the Secretary of State of the State of Delaware on August 3, 1987 and Amended and Restated on August 7, 1987 and December 8, 1987.
2. A Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 11, 1991 and corrected on June 18, 1991 and June 21, 1991 and amended on February 9, 1995, November 19, 1996, November 7, 2007, November 7, 2012, November 6, 2013 and May 23, 2017 (as amended, the “Restated Certificate of Incorporation”).
3. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation has been duly adopted in accordance therewith, and only restates and integrates and does not further amend the provisions of the Restated Certificate of Incorporation, as heretofore amended or supplemented, and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as heretofore amended and the provisions of this Restated Certificate of Incorporation.
4. The text of the Restated Certificate of Incorporation, as heretofore amended or supplemented is restated to read in its entirety as follows:

*  *  *
FIRST : The name of the Corporation is Adtalem Global Education Inc. (hereinafter the “Corporation”).
SECOND : The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company.
THIRD : The purpose of the corporation is:
1.
To establish degree-granting educational institutions in which individuals may be taught such branches of useful, practical and/or general knowledge as shall prepare them for a career, a profession, or occupations requiring knowledge in the arts and sciences, as well as further study and educational activities.
To impart instruction, conduct examinations, and confer academic degrees in branches of engineering technology, business operations, telecommunications, information systems, and other branches of human knowledge. To prepare, manufacture, sell and generally deal in books, lesson and examination papers, drawings, instruments, tools and school supplies of every class and description; and
2.
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “GCL”).
 

 
FOURTH : The total number of shares which the Corporation shall have authority to issue is Two Hundred million (200,000,000), consisting of Two Hundred million (200,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).
SECTION I.
Common Stock
A. A statement of the designations, powers, preferences, rights, qualifications, limitations and restriction in respect of the shares of Common Stock is as follows:
(1) Dividends . The Board of Directors of the Corporation may cause dividends to be paid to the holders of shares of Common Stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared, whether payable in cash, in property or in shares of stock of the Corporation, the holders of Common Stock shall be entitled to share equally, share for share, in such dividends. No dividends shall be declared or paid in shares of Common Stock, or options, warrants, or rights to acquire such stock or securities convertible into or exchangeable for shares of such stock, except dividends payable ratably according to the number of shares of Common Stock held by them, in shares of, or securities convertible into or exchangeable for, Common Stock to holders of that class of stock.
(2) Liquidation Rights . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.
(3) Voting Rights . Except as otherwise provided in this Certificate of Incorporation or by applicable law, the holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock held by him.
FIFTH : At all meetings of stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholders of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of all of the shares of stock of the Corporation outstanding and entitled to vote on any matter, question or proposal brought before such meeting shall decide such question, unless the question is one upon which, by express provision of law, this Certificate of Incorporation or the By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
SIXTH : The Corporation is to have perpetual existence.
SEVENTH : The number of directors of the Corporation shall be fixed from time to time by the vote of a majority of the entire Board of Directors, but such number shall in no case be less than 3 nor more than thirteen. Any such determination made by the Board of Directors shall continue in effect unless and until changed by the Board of Directors, but no such changes shall affect the term of any directors then in office.
 

 
The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1991 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1992, successors to the class of directors whose term expires at the annual meeting shall be elected for a three-year term. If the authorized number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director or any class elected to fill a vacancy resulting from any increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Notwithstanding the foregoing, (1) at the 2013 annual meeting of stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a two-year term expiring at the 2015 annual meeting of stockholders; (2) at the 2014 annual meeting of stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2015 annual meeting of stockholders; and (3) at the 2015 annual meeting of stockholders and each annual meeting of stockholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders. Pursuant to such procedures, effective as of the 2015 annual meeting of stockholders, the Board of Directors will no longer be divided into classes under Section 141(d) of the General Corporation Law of Delaware. Subject to the By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. From and after June 30, 1993, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.
From and after June 30, 1993, (x) until the 2015 annual meeting of stockholders and in accordance with Section 141(k)(1) of the General Corporation Law of Delaware, any director elected by the stockholders, or by the Board of Directors to fill a vacancy, may be removed only for cause and (y) from and after the 2015 annual meeting of stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause by the affirmative vote of the holders of a majority of the votes which could be cast by the holders of all the outstanding shares of capital stock entitled to vote for the election of directors, voting together as a class, given at a duly called annual or special meeting of stockholders.
Advance notice of nominations for the election of directors, other than nominations by the Board of Directors or a committee thereof, shall be given to the Corporation in the manner provided in the By-laws.
EIGHTH : For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(3) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.
NINTH :
(1) Meetings of stockholders may be held within or without the State of Delaware as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
(2) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by any such holders.
 

 
(3) Except as otherwise required by law, from and after June 30, 1993, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, (ii) the Chairman of the Board, if one is elected or (iii) the President. Prior to June 30, 1993, special meetings of the stockholders may be called either by the persons referred to in clauses (i), (ii) and (iii), or by any person(s) holding 5% or more of the outstanding Common Stock. Only those matters set forth in the notice of the special meeting may be considered or acted upon at such special meeting, unless otherwise provided by law.
TENTH : (1) The Corporation shall, to the fullest extent permitted by Section 145 of the GCL, as the same may be amended and supplemented, indemnify any and all directors and officers whom it shall have power to indemnify under said Section and may, upon the act of the Board of Directors, indemnify all other persons whom it shall have power to indemnify under said Section, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified my be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as a director or officer who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of the director or officer, and may, upon such act of the Board of Directors, continue as to such other persons and inure to the benefit of the heirs, executors and administrators of such other persons.
(2) No director shall be personally liable to the Corporation or any of its stockholders for monetary damage for any breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this ARTICLE TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modifications.
ELEVENTH : In addition to any other considerations which the Board of Directors may lawfully take into account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the long-term as well as short-term interests of the Corporation and its stockholders (including the possibility that these interests may be best served by the continued independence of the corporation), customers, employees, students, graduates, faculty and other constituencies of the Corporation and its subsidiaries, including the effect upon communities in which the Corporation and its subsidiaries do business.
TWELFTH : The Corporation reserves the right to repeal, alter or amend this Certificate of Incorporation in the manner now or hereafter prescribed by statute. No repeal, alteration or amendment of this Certificate of Incorporation shall be made unless the same is first approved by the Board of Directors of the Corporation pursuant to a resolution adopted by the directors then in office in accordance with the By-laws and applicable law and thereafter approved by the stockholders.
THIRTEENTH : The Corporation has elected not to be governed by Section 203 of the GCL.
FOURTEENTH : The Certificate of Incorporation of the Corporation, as herein amended, shall constitute a restatement of, and shall supersede the Certificate of Incorporation of the Corporation, as previously amended.
 

 
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by the undersigned, a duly authorized officer of the Corporation, on May 23, 2017.
 
ADTALEM GLOBAL EDUCATION INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Lisa W. Wardell
 
 
 
Lisa W. Wardell
 
 
 
President and Chief Executive Officer
 
Exhibit 3.3
 

AMENDED AND RESTATED BY-LAWS

OF

ADTALEM GLOBAL EDUCATION INC.

(as amended May 23, 2017)

ARTICLE I

OFFICES

Section 1.   The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware and the name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.  When the registered agent is not a natural person, the Corporation shall designate a natural person to receive communications from the registered agent.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.
 
ARTICLE II

STOCKHOLDERS

Section 1.   Time and Place of Annual Meeting.  The annual meeting of the stockholders for the purpose of electing Directors or for the transaction of such other business as may properly come before the meeting shall be held on such date, time and place (or may not be held at any place, but instead be held solely by means of remote communications) as may be fixed by resolution of the Board of Directors adopted at least ten days prior to the date so fixed, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting.  If, in any year, the Board of Directors shall not fix an annual meeting date, then the date, place and time of the annual meeting in such year shall be the second Tuesday of November at the principal office of the Corporation at 3005 Highland Parkway, Downers Grove, Illinois at the hour of 11:00 A.M. (Chicago time).  If the date of the annual meeting shall be a legal holiday in the State where such meeting is to be held, such meeting shall be held on the next succeeding business day.

Section 2.   Time and Place of Special Meetings.  Except as otherwise required by law, special meetings of the stockholders may be called only in accordance with the provisions of the Certificate of Incorporation and shall be held at the date, time and place (or may not be held at any place, but instead may be held by means of remote communication) fixed by the Board.

Section 3.   Notice of Meetings.  Written notice of each meeting of the stockholders stating the place, if any (or the means of remote communication, if any, by which stockholders may be deemed to be present in person and vote at such meeting), date and time of the meeting shall be given not less than ten (or less than twenty days if a merger or consolidation of the Corporation, or a sale, lease or exchange of all or substantially all of the Corporation's property or assets, is to be acted upon at the meeting) nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.  The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.

Section 4.   Quorum.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law.  If a quorum is not present or represented, the presiding officer at the meeting or the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat, by the affirmative vote of the holders of a majority of such stock, shall have power to adjourn the meeting to another time and/or place, if any, or the means of remote communication, if any, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 

 
Section 5.   Voting.  

(a) Except as may otherwise be required by law or these By-Laws, or permitted by the rules of any stock exchange on which the Corporation's shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of Directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation's capital stock represented and entitled to vote on such question at a meeting of stockholders at which a quorum is present, voting as a single class.

(b) Directors of the Corporation in a contested election (i.e., where the number of nominees for Director exceeds the number of Directors to be elected) shall be elected by a plurality of the votes of the Corporation's capital stock represented and entitled to vote in the election of Directors at a meeting of stockholders at which a quorum is present.  However, in an uncontested election (i.e., where the number of nominees for Director is the same as the number of Directors to be elected), Directors shall be elected by the vote of the holders of a majority of the total number of votes of the Corporation's capital stock represented and entitled to vote in the election of Directors at a meeting of stockholders at which a quorum is present.  In the event that a nominee for re-election as a Director fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing Directors where the election is uncontested, such Director must, promptly following certification of the stockholder vote, tender his or her resignation to the Chief Executive Officer or the Secretary, subject to acceptance by the Board of Directors.  The Nominating and Governance Committee of the Board of Directors, or such other group of independent members of the Board of Directors as is determined by the entire Board of Directors (excluding the Director who tendered the resignation) will evaluate any such resignation in light of the best interests of the Corporation and its stockholders and will make a recommendation to the entire Board of Directors as to whether to accept or reject the resignation, or whether other action should be taken.  In reaching its decision, the Board of Directors may consider any factors it deems relevant, including the Director's qualifications, the Director's past and expected future contributions to the Corporation, the overall composition of the Board of Directors and whether accepting the tendered resignation would cause the Corporation to fail to meet any applicable law, rule or regulation (including the listing requirements of any securities exchange).  The Board of Directors shall complete this process within 90 days after the certification of the stockholder vote and shall report its decision to the stockholders in the Corporation's filing following such Board decision.

Section 6.   Informal Action By Stockholders.  Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by any such holders.

Section 7.   Voting Procedures and Inspectors of Elections.

(a)  The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof.  The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.
 
(b) The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.
 

 
(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sec. 212(c)(2) of the Delaware General Corporation Law, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this Section 7 shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained and the basis for the inspectors' belief that such information is accurate and reliable.

Section 8.   Advance Notification of Proposals at Stockholders Meeting.

(a) If a stockholder desires to submit a proposal for consideration at an annual stockholders meeting,  or to nominate persons for election as Directors at any stockholders meeting duly called for the election of Directors, written notice of such stockholder's intent to make such a proposal or nomination must be given and received by the Secretary of the Corporation at the principal executive offices of the Corporation either by personal delivery or by United States mail not later than (i) with respect to an annual meeting of stockholders, 90 days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to a special meeting of stockholders duly called for the election of Directors, the close of business on the tenth day following the date on which notice of such meeting is first sent or given to stockholders.  In no event shall any adjournment or postponement of a stockholders' meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described above.  Each notice shall describe the proposal, nomination or nominations in sufficient detail for the proposal, nomination or nominations to be summarized on the agenda for the meeting and shall set forth:

(i) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), (A) the name and address, as it appears on the books of the Corporation, of the stockholder and such Stockholder Associated Person and, if different, their current names and addresses and (B) the investment strategy or objective, if any, of such stockholder or Stockholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder or Stockholder Associated Person;

(ii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposal or nomination;

(iii) as to the stockholder giving the notice and any Stockholder Associated Person, (A) the class and number of all shares of the Corporation which are owned of record by such stockholder or such Stockholder Associated Person, if any, (B) the class and number of, and the nominee holder for, any shares of the Corporation owned beneficially but not of record by such stockholder or such Stockholder Associated Person, if any; and (C) a description of all Derivative Transactions (as defined below) by such stockholder or such Stockholder Associated Person during the previous 12-month period, including the date of the transactions and the class and number of securities involved in, and the material economic terms of, the transactions, such description also to include all information that such stockholder or Stockholder Associated Person would be required to report on an Insider Report (as defined below) if such stockholder or Stockholder Associated Person were a Director of the Corporation or the beneficial owner of more than ten percent of the shares of the Corporation at the time of the transactions; and

(iv) to the extent known by the stockholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of stock of the Corporation and who supports the proposal of such business, the nomination or the nominations on the date of such stockholder's notice.
 

 
(b) In addition to the requirements in clause (a) above, in the case of a stockholder proposal, the notice shall set forth the reasons for conducting such proposed business at the meeting and any material interest of the stockholder or any Stockholder Associated Person in such business.
 
(c) In addition to the requirements in clause (a) above, in the case of a nomination or the nominations of any person for election as a Director, the notice shall set forth:  (i) the name, age, business address and residence address of any person to be nominated; (ii) the principal occupation or employment of such person; (iii) a description of all arrangements or understandings, including all compensation and financial arrangements, between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iii) such other information required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iv) the consent of each nominee to serve as a Director of the Corporation if so elected.

(d) The procedures set forth in this Section 8 shall be the exclusive means for a stockholder to bring business before an annual stockholders meeting, or to nominate persons for election as Directors at any stockholders meeting duly called for the election of Directors; provided, however, that, once business has been properly brought before an annual meeting or a special meeting duly called for the election of Directors in accordance with such procedures, nothing in this Section 8 shall be deemed to preclude discussion by any stockholder of any such business.  The presiding officer of the annual or special meeting shall, if the facts warrant, refuse to acknowledge a proposal or nomination not made in compliance with the foregoing procedure, and any such proposal or nomination not properly brought before the meeting shall not be considered.

(e) If information submitted pursuant to this Section 8 shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 8.  Any information previously submitted by the stockholder pursuant to this Section 8 shall be supplemented by such stockholder and Stockholder Associated Person, if any, not later than ten days after the record date for the annual meeting or special meeting duly called for the election of Directors in order to disclose any material change in such information as of the record date.  If a stockholder fails to provide such written update within such period, the information as to which written update was required may be deemed not to have been provided in accordance with this Section 8.

(f) To be eligible to be a nominee for election as a Director of the Corporation, an individual must additionally deliver (in accordance with the time periods for delivery of notice prescribed above) to the Secretary at the principal executive offices of the Corporation (i) a completed written questionnaire with respect to the background and qualification of such nominee (which questionnaire shall be provided by the Secretary upon written request), (ii) a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a Director of the Corporation, with such person's fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, (C) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and (iii) a written representation (in the form provided by the Secretary upon written request) that such person intends to serve as Director of the Corporation for the term for which such person is nominated for election.
 

 
(g) For purposes of this Section 8:

(i) a "Stockholder Associated Person" of any stockholder shall mean (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (C) any person controlling, controlled by or under common control with such stockholder or a Stockholder Associated Person as defined in the foregoing clauses (A) and (B);

(ii) "Derivative Transaction" by a person shall mean any (A) transaction in, or arrangement, agreement or understanding with respect to, any option, warrant, convertible security, stock appreciation right or similar right with an exercise, conversion or exchange privilege, or settlement payment or mechanism related to, any security of the Corporation, or any similar instrument with a value derived in whole or in part from the value of a security of the Corporation, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise and (B) any transaction, arrangement, agreement or understanding which included or includes an opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person was, is or will be entitled to vote, in any case whether or not it is subject to settlement in a security of the Corporation or otherwise; and

(iii) "Insider Report" shall mean a statement required to be filed pursuant to Section 16 of the Exchange Act (or any successor provisions), by a person who is a Director of the Corporation or who is directly or indirectly the beneficial owner of more than ten percent of the shares of the Corporation.

(h) This Section 8 is expressly intended to apply to any business proposed to be brought before an annual meeting or a special meeting of stockholders duly called for the election of Directors other than any proposal made pursuant to Rule 14a-8 under the Exchange Act.  In addition to the requirements of this Section 8   with respect to any business proposed to be brought before an annual meeting, each stockholder submitting such business before an annual meeting of stockholders shall comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 8.  Nothing in this Section 8   shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
  
Section 9.   Record Dates.

(a)   In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting (or less than twenty days if a merger or consolidation of the Corporation, or a sale, lease or exchange of all or substantially all of the Corporation's property or assets, is to be acted upon at the meeting).  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)   In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)   Only those who shall be stockholders of record on the record date so fixed as aforesaid shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding the transfer of any stock on the books of the Corporation after the applicable record date.
 

 
Section 10.   Lists of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or, during ordinary business hours, at the principal place of business of the Corporation.  If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

Section 11.   Proxies.  Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for him by proxy, but no proxy shall be valid after three years from its date unless otherwise provided in the proxy.  Such proxy shall be in writing or remote communication and shall be filed with the Secretary of the Corporation before or at the time of the meeting or the giving of such written consent, as the case may be.

Section 12.   Voting by Ballot.  Any question or any election at a meeting of the stockholders may be decided by voice vote unless the presiding officer shall order that voting be by ballot or unless otherwise provided in the Certificate of Incorporation of the Corporation or required by statute.

Section 13.   Meetings by Remote Communication.  If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in the meeting and be deemed present in person and vote at the meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
 
Section 14.   Proxy Access for Director Nominations.

(a)  Inclusion in Proxy Statement. Beginning with the 2017 annual meeting of the stockholders, the Corporation shall include in its proxy statement for an annual meeting of stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a “Stockholder Nominee”) to the Board of Directors by a stockholder that satisfies, or by a group of no more than twenty stockholders that, collectively, satisfy, the requirements of this Section 14 (an “Eligible Stockholder”), and that expressly elects at the time of providing the notice required by this Section 14 (the “Nomination Notice”) to have its nominee or nominees included in the Corporation’s proxy materials pursuant to this Section 14.

(b) Timeliness. To be timely, a stockholder’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation either by personal delivery or by United States mail not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting date established is not within thirty days before or after the anniversary date of the prior annual meeting, in order to be timely the Nomination Notice must be so received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. In addition to the other requirements of this Section 14, the Nomination Notice must include the name and address of the Eligible Stockholder (including each stockholder whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder).
 

 
(c) Required Information. For purposes of this Section 14, the “Required Information” that the Corporation will include in its proxy statement is (i) the information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act; and (ii) if the Eligible Stockholder so elects, a Statement (as defined in Section 14(g)). To be timely, the Required Information must be delivered to or mailed and received by the Secretary of the Corporation within thirty days after the deadline for Nomination Notices set forth in Section 14(b).

(d) Number of Stockholder Nominees. The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 14 but are subsequently withdrawn or nominated as a Board of Directors’ nominee) appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (i) two or (ii) twenty percent of the number of Directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section 14, or if such amount is not a whole number, the closest whole number below twenty percent (the “Permitted Number”); provided that (A) if one or more vacancies for any reason occurs on the Board of Directors at any time after the deadline for Nomination Notices set forth in Section 14(b) and before the date of the applicable annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of Directors in office as so reduced and (B) the Permitted Number shall be reduced by (1) any nominees who were previously elected to the Board of Directors as Stockholder Nominees at any of the preceding three annual meetings and who are nominated for election at such annual meeting by the Board of Directors as a Board of Directors’ nominee and (2) any Directors in office or Director candidates that in either case will be included in the Corporation’s proxy materials with respect to such an annual meeting as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding between the Corporation and a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of capital stock, by such stockholder or group of stockholders, from the Corporation). If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 14 exceeds the Permitted Number, each Eligible Stockholder shall select one of its Stockholder Nominees for inclusion in the Corporation’s proxy materials, with preference provided based on the amount (largest to smallest) of shares of the capital stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation, until the Permitted Number is reached, and all remaining Stockholder Nominees in excess of the Permitted Number shall be excluded from the Corporation’s proxy materials.

(e) Ownership for Purposes of Section 14. For purposes of this Section 14, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the capital stock of the Corporation as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (B) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding capital stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of Directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which (i) the person has loaned such shares, provided that the person has the power to recall such loaned shares on not more than five business days’ notice, or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the capital stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. For purposes of this Section 14, the term “affiliate” shall have the meaning ascribed to it in the regulations promulgated under the Exchange Act. An Eligible Stockholder shall include in its Nomination Notice the number of shares it is deemed to own for the purposes of this Section 14.
 

 
(f) Eligible Stockholder. An Eligible Stockholder must have owned (as defined in Section 14(e)) continuously for at least three years that number of shares of capital stock as shall constitute three percent or more of the outstanding capital stock of the Corporation (the “Required Shares”) as of both (i) a date within seven calendar days prior to the date of the Nomination Notice and (ii) the record date for determining stockholders entitled to vote at the annual meeting. For purposes of satisfying the ownership requirements under this Section 14, (i) the shares of the capital stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the capital stock of the Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares of capital stock of the Corporation is aggregated for such purpose shall not exceed twenty, and (ii) two or more related funds will be treated as one stockholder or person for this purpose if such funds are (A) under common management and investment control, or (B) under common management and funded by a single employer, or (C) a “group of investment companies” as such term is defined in section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 14. Within the time period specified in this Section 14 for providing the Nomination Notice, an Eligible Stockholder must provide the following information in writing to the Secretary of the Corporation:

(i) one or more written statements from each record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date of the Nomination Notice, the Eligible Stockholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s agreement to provide, within three business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date and, in the case of loaned shares, a written statement to the effect that the person will recall such loaned shares prior to the record date for the annual meeting and hold such shares on the record date or will revoke delegated voting authority with respect to such shares and vote such shares at the annual meeting, and, in the case of shares held by two or more related funds, documentation that demonstrates to the reasonable satisfaction of the Corporation that the funds are (A) under common management and investment control, or (B) under common management and funded by a single employer, or (C) a “group of investment companies” as such term is defined in section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended;

(ii) the written consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected;

(iii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as such rule may be amended;

(iv) a representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder under this Section 14) (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (B) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 14, (C) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the annual meeting other than its Stockholder Nominee or a nominee of the Board of Directors, (D) will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by the Corporation, (E) intends to own the Required Shares through the date of the annual meeting, (F) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (G) otherwise will comply with all applicable laws, rules, regulations and listing standards in connection with any actions taken pursuant to this Section 14;
 

 
(v) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters thereto, including withdrawal of the nomination; and

(vi) an undertaking that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder) agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, (B) indemnify and hold harmless the Corporation and each of its Directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its Directors, officers, or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 14, (C) comply with all other laws, rules, regulations and listing standards applicable to any solicitation in connection with the annual meeting, and (D) provide to the Corporation prior to the annual meeting such additional information as necessary with respect thereto, including prompt notice if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the annual meeting of stockholders and if any information or communications provided by the Eligible Stockholder to the Corporation ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder shall promptly notify the Secretary of the Corporation of any such inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct.
(g) Statement. The Eligible Stockholder may provide to the Secretary of the Corporation, within the time period specified in this Section 14 for providing the Nomination Notice, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed five hundred words (excluding biographical and other information required to be disclosed in the corporation’s proxy statement by the regulations promulgated under the Exchange Act), in support of the candidacy of all Stockholder Nominees nominated by the Eligible Stockholder (the “Statement”). Notwithstanding anything to the contrary contained in this Section 14, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law, rule, regulation or listing standard. Nothing in this Section 14 shall limit the corporation’s ability to solicit against and include in its proxy materials its own statements relating to any Stockholder Nominee.

(h) Representation and Agreement; Additional Information. At the time the Eligible Stockholder delivers the Nomination Notice, the Stockholder Nominee must deliver to the Secretary of the Corporation a completed written questionnaire with respect to the background and qualification of such nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such Stockholder Nominee (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Stockholder Nominee, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such Stockholder Nominee’s ability to comply, if elected as a Director of the Corporation, with such Stockholder Nominee’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (iii) in such Stockholder Nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, as well as any applicable law, rule or regulation or listing requirement. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the Corporation’s capital stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the corporation’s Directors (the “Applicable Independence Standards”) and the qualifications of the Stockholder Nominee to serve on the Corporation’s Audit and Finance Committee and Compensation Committee, and the Stockholder Nominee must respond to any such request within five business days after receipt. If any information or communications provided by the Stockholder Nominee to the corporation ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Stockholder Nominee shall promptly notify the Secretary of the Corporation of any such inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct. If the Board of Directors determines that the Stockholder Nominee is not independent under the Applicable Independence Standards, or if the Stockholder Nominee fails to provide requested information on a timely basis, the Stockholder Nominee will not be eligible for inclusion in the Corporation’s proxy materials.
 

 
(i) Eligibility for Nomination at Subsequent Meetings. Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (ii) does not receive at least twenty-five percent of the votes cast “for” the Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Section 14 for the next two annual meetings of stockholders. Any Eligible Stockholder (including each stockholder whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder) whose Stockholder Nominee is elected as a Director at the annual meeting of stockholders will not be eligible to nominate or participate in the nomination of a Stockholder Nominee for the next two annual meetings of stockholders other than the nomination of such previously elected Stockholder Nominee, unless the Board of Directors nominates such previously elected Stockholder Nominee at a subsequent annual meeting.

(j) Disqualification. The corporation shall not be required, pursuant to this Section 14, to include in its proxy materials for any meeting of stockholders a Stockholder Nominee (i) if the Secretary of the Corporation receives a notice that any stockholder has nominated a person for election to the Board of Directors pursuant to the Advance Notification of Proposals at Stockholders Meeting provisions set forth in Section 8 of Article II of these By-Laws , (ii) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (iii) who is not independent under the Applicable Independence Standards, as determined by the Board of Directors, (iv) whose election as a member of the Board of Directors would cause the corporation to be in violation of these By-Laws, the Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporation’s capital stock is traded, or any applicable state or federal law, rule or regulation, (v) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (vii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (viii) if such Stockholder Nominee or the Eligible Stockholder who has nominated such Stockholder Nominee shall have provided information to the Corporation with respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors, (ix) if the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including but not limited to not owning the Required Shares through the date of the applicable annual meeting, or (x) if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section 14. For the purposes of this Section 14(j), if an Eligible Stockholder is subject the conditions in clause (i), (ii), (viii), or (x), the corporation may exclude from its proxy materials all Stockholder Nominees nominated by such Eligible Stockholder or, if the proxy statement has already been filed, may declare all such Stockholder Nominees ineligible to stand for election or serve as a Director; and if a Stockholder Nominee is subject to the conditions in clause (iii), (iv), (v), (vi), (vii) (viii), (ix), or (x), the Corporation may declare such Stockholder Nominee ineligible and exclude such Stockholder Nominee from the proxy materials, or, if the proxy statement has already been filed, may declare the Stockholder Nominee ineligible to stand for election or serve as a Director.
 

 
(k) Invalidity. Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this Section 14, as determined by the Board of Directors or the person presiding at the annual meeting of stockholders, (ii) the Stockholder Nominee(s) are determined to be ineligible to stand for election or serve as a Director pursuant to Section 14(j), or (iii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual meeting of stockholders to present any nomination pursuant to this Section 14.

(l) Filing of Solicitations and Other Communications. The Eligible Stockholder (including any person who owns shares of capital stock of the corporation that constitute part of the Eligible Stockholder’s ownership for purposes of satisfying Section 14(f) hereof) shall file with the Securities and Exchange Commission any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.
 
ARTICLE III

DIRECTORS

Section 1.   General Powers.  The business and affairs of the Corporation shall be managed and controlled by or under the direction of a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 2.   Number, Qualification and Tenure.  The Board of Directors shall consist of thirteen (13) members.  However, the number of Directors may not be increased above, but may be decreased below, that number from time to time by resolution of the Board of Directors.  The Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this article, and each Director elected shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.   Vacancies.  Any vacancy on the Board of Directors that results from an increase in the number of Directors shall be filled only by a majority of the Directors then in office, provided a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director, and each Director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  If there are no Directors in office, then an election of Directors may be held in the manner provided by law.

Section 4.   Place of Meetings.  The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.   Regular Meetings.  The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders.  Other regular meetings of the Board  of Directors shall be held at such time and at such place as shall from time to time be determined by the Board.  No notice of regular meetings need be given.
 

 
Section 6.   Special Meetings.  Special meetings of the Board may be called by the Board Chair or the Chief Executive Officer.  Special meetings shall be called by the Secretary on the written request of any two Directors.  Two days' written or telephonic notice of special meetings need be given.  Such notice may be given personally, by telephone, by mail (effective when the same shall be deposited in the United States mail), by express delivery service (so that the scheduled delivery time of the notice is at least twenty-four hours in advance of the meeting) or by electronic communication (effective when directed to the Director).

Section 7.   Quorum.  At all meetings of the Board a majority of the total number of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.   Organization.  The Board of Directors may elect one of its members Board Chair.  The Board Chair, if elected, shall act as chair at all meetings of the Board of Directors and of the stockholders, and shall have such other functions, authority and duties as may be prescribed by the Board of Directors.  The Board of Directors may also elect one or more of its members as a Board Vice Chair, who shall have such functions, authority and duties as may be prescribed by the Board  of Directors.  If a Board Chair is not elected or, if elected, is not present, the Chief Executive Officer or, in the absence of the Chief Executive Officer, a Board Vice Chair (who is also a member of the Board and, if more than one, in the order designated by the Board of Directors or, in the absence of such designation, in the order of their election), if any, or if no such Board Vice Chair is present, a Director chosen by a majority of the Directors present, shall act as Chair at meetings of the Board of Directors.

Section 9.   Executive Committee.  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more Directors to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or until their respective successors are designated.  The Board of Directors, by resolution adopted by a majority of the whole Board, may also designate additional Directors as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee.  In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member.

Except as expressly limited by the General Corporation Law of the State of Delaware or the Certificate of Incorporation, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between the meetings of the Board of Directors.  The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Directors at the next meeting of the Board.
 
Meetings of the Executive Committee may be called at any time by the Board Chair, the Chief Executive Officer or any two of its members.  Two days' notice of meetings need be given.  Such notice may be given by the methods described in Section 6 of this article.  A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee.  Except as expressly provided in this Section, the Executive Committee shall fix its own rules of procedure.
 

 
Section 10.   Other Committees.  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more other committees, each such committee to consist of one or more Directors.  Except as expressly limited by the General Corporation Law of the State of Delaware or the Certificate of Incorporation, any such committee shall have and may exercise such powers as the Board of Directors may determine and specify in the resolution designating such committee.  The Board of Directors, by resolution adopted by a majority of the whole Board, also may designate one or more additional Directors as alternate members of any such committee to replace any absent or disqualified member at any meeting of the committee, and at any time may change the membership of any committee or amend or rescind the resolution designating the committee.  In the absence or disqualification of a member of alternate member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member, provided that the Director so appointed meets any qualifications stated in the resolution designating the committee. Each committee shall keep a record of proceedings and report the same to the Board of Directors to such extent and in such form as the Board of Directors may require.  Unless otherwise provided in the resolution designating a committee, a majority of all of the members of any such committee may select its Chair, fix its rules or procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.
 
Section 11.   Action without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and in electronic form if the minutes are maintained in electronic form.

Section 12.   Attendance by Telephone or Similar Communications Equipment.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 13.   Compensation.  The Board of Directors shall have the authority to fix the compensation of Directors, which may include their expenses, if any, of attendance at each meeting of the Board of Directors or of a committee.
 
ARTICLE IV

OFFICERS

Section 1.   Enumeration.  The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a President, a Secretary and a Treasurer.  Upon consultation with the Chief Executive Officer, the Board of Directors may also elect one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate.  Any number of offices may be held by the same person.

Section 2.   Term of Office.  The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation required by this article shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors.

Section 3.  Chief Executive Officer.  The Chief Executive Officer shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall have such other functions, authority and duties as may be prescribed by the Board of Directors.  In the absence of the Board Chair, or if no Board Chair has been elected, the Chief Executive Officer shall preside, when present, at all meetings of stockholders and at all meetings of the Board of Directors.  The Chief Executive Officer shall see that all directives and resolutions of stockholders and the Board of Directors are carried into effect.
 

 
Section 4.   President.  During any period when there shall be a Chief Executive Officer who is not also serving as the President, the President shall have such functions, authority and duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

Section 5.   Chief Financial Officer.  The Chief Financial Officer shall have general supervision of the financial operations of the Corporation.  The Chief Financial Officer shall also perform such duties and have such other powers as may from time to time be prescribed to them by the Board of Directors, the Chief Executive Officer, or the President.

Section 6.   Vice President.  The Executive, Senior and other Vice Presidents shall perform such duties and have such other powers as may from time to time be prescribed to them by the Board of Directors, the Chief Executive Officer, or the President.

Section 7.   Secretary.  The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President.  The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal. The Secretary shall also keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, sign with the Chief Executive Officer or President or any Vice President, in the case of certificated shares, certificates for shares of the Corporation, the issuance of which shall be authorized by resolution of the Board of Directors, and have general charge of the stock transfer books of the Corporation.

Section 8.   Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the President or the Secretary.

Section 9.   Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer.

Section 10.   Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the President or the Treasurer.

Section 11.   Controller.  The Board of Directors may elect a Controller who shall be responsible for all accounting and auditing functions of the Corporation and who shall perform such other duties as may from time to time be required of him or her by the Board of Directors.
 

 
Section 12.   Other Officers.  The Chief Executive Officer or Board of Directors may appoint other officers and agents for any Group, Division or Department into which this Corporation may be divided by the Board of Directors or the Chief Executive Officer, with titles as the Chief Executive Officer or Board of Directors may from time to time deem appropriate.  All such officers and agents shall receive such compensation, have such tenure and exercise such authority as the Chief Executive Officer or Board of Directors may specify.  All appointments made by the Chief Executive Officer hereunder and all the terms and conditions thereof must be reported to the Board of Directors.

In no case shall an officer or agent of any one Group, Division or Department have authority to bind another Group, Division or Department of the Company or to bind the Company except as to the business and affairs of the Group, Division or Department of which he or she is an officer or agent.

Section 13.   Salaries.  The salaries of the elected officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.

ARTICLE V

CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 1.   Form.  The shares of the Corporation shall be represented by certificates, except that the Board of Directors may provide by resolution that some, all, or any classes or series of shares shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed by or in the name of the Corporation by the Board Chair or the Chief Executive Officer or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation.  Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the Board Chair, the Chief Executive Officer, the President, or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue. 

Section 2.   Transfer.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, in the case of certificated shares, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.  The Board may make such additional rules and regulations concerning the issue, transfer, and registration of certificates for shares or uncertificated shares as it may deem necessary and are not inconsistent with these By-Laws.

Section 3.   Replacement.  In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe.  The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his or her legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.
 


ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Section 1.   The Corporation shall indemnify any Director or officer of the Corporation, and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under Section 145 of the General Corporation Law of Delaware, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she  is or was acting in his or her official capacity as a Director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of  nolo contendere  or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.  The Corporation shall indemnify any Director or officer of the Corporation and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under Section 145 of the General Corporation Law of Delaware, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was acting in his or her official capacity as a Director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.  To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 4.  Any indemnification under Sections 1 and 2 of this article (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 of this article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 5.  Expenses (including attorneys' fees) incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 4 of this article upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this article.
 

 
Section 6.  The Corporation shall indemnify any Director or officer of the Corporation and may, upon the act of the Board of Directors, indemnify any other person whom it shall have power to indemnify under Section 145 of the General Corporation Law of Delaware, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) arising under the Employee Retirement Income Security Act or 1974 or regulations promulgated thereunder, or under any other law or regulation of the United States or any agency or instrumentality thereof or law or regulation of any state or political subdivision or any agency or instrumentality of either, or under the common law of any of the foregoing, against expenses (including attorneys' fees), judgments, fines, penalties, taxes and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was a fiduciary, disqualified person or party in interest with respect to an employee benefit plan covering employees of the Corporation or of a subsidiary corporation, or is or was serving in any other capacity with respect to such plan, or has or had any obligations or duties with respect to such plan by reason of such laws or regulations, provided that such person was or is a Director, officer, employee or agent of the Corporation, or (ii) under revenue or taxation laws or regulations, against expenses (including attorneys' fees), judgments, fines, penalties, taxes, amounts paid in settlement and amounts paid as penalties or fines necessary to contest the imposition of such penalties or fines, actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was acting in his or her official capacity as a Director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and had responsibility for or participated in activities relating to compliance with such revenue or taxation laws and regulations; provided, however, that such person did not act dishonestly or in willful or reckless violation of the provisions of the law or regulation under which such suit or proceeding arises.  Unless the Board of Directors determines that under the circumstances then existing, it is probable that such Director, officer, employee or agent will not be entitled to be indemnified by the Corporation under this section, expenses incurred in defending such suit or proceeding, including the amount of any penalties or fines necessary to be paid to contest the imposition of such penalties or fines, shall be paid by the Corporation in advance of the final disposition of such suit or proceeding upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this section.

Section 7.  The indemnification and advancement of expenses provided by, and granted pursuant to, this article shall not be deemed exclusive of any other rights to which those indemnified or advanced expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a Director or officer who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of the Director or officer, and may, upon such act of the Board of Directors, continue as to such other persons and inure to the benefit of the heirs, executors and administrators of such other persons.

Section 8.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not he or she would be entitled to indemnity against such liability under the provisions of this article.

Section 9.   The provisions of this article shall be deemed to be a contract between the Corporation and each person who serves as such officer or director in any such capacity at any time while this article and the relevant provisions of the Delaware General Corporation Law or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
 
ARTICLE VII

GENERAL PROVISIONS

Section 1.   Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
 

 
Section 2.   Corporate Seal.  The corporate seal shall be in such form as may be approved from time to time by the Board of Directors.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 3.  Waiver of Notice.   Whenever any notice is required to be given under law or the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 4.   Resignations.  Any Director , whenever elected or appointed, may resign at any time by serving notice in writing or by electronic transmission of such resignation on the Chief Executive Officer or the Secretary.  Any such resignation by a Director shall take effect at the time specified in the notice of resignation or, if no time is specified, immediately upon receipt of the notice.  Any officer, whenever elected or appointed, may resign at any time by serving written notice of such resignation on the Chief Executive Officer or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chief Executive Officer or Secretary.  No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.
 
Section 5.   Shares of Other Corporations.  Any shares in any other corporation which may from time to time be held by this Corporation may be represented and voted at any meeting of shareholders of such corporation by the Chief Executive Officer, President, an Executive, Senior or other Vice President, or the Secretary of this Corporation, or by any other person or persons thereunto authorized by the Board of Directors, or by any proxy designated by written instrument of appointment executed in the name of this Corporation by its Chief Executive Officer, President, or  an Executive, Senior or other Vice President and attested by the Secretary or an Assistant Secretary.

Section 6.   Electronic Transmissions.  For purposes of these By-Laws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient, and that may be directly reproduced in paper form by such recipient through an automated process.
 
Section 7.   Forum for Adjudication of Disputes.  Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.
 
ARTICLE VIII

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors.  The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

ARTICLE IX

SUBJECT TO CERTIFICATE OF INCORPORATION

These By-Laws and the provisions hereof are subject to the terms and conditions of the Certificate of Incorporation of the Corporation (including any certificates of designations filed thereunder).
 
Exhibit 99.1
 
DeVry Education Group Becomes Adtalem Global Education
Reflects Organization’s Purpose and Global Reach
 
CHICAGO--(BUSINESS WIRE)--May 24, 2017 –Adtalem Global Education (NYSE: ATGE), a leading global education provider, announced today that it has changed its name from DeVry Education Group, giving the company a name that signifies its student-focused purpose, and providing a more flexible platform that supports its continued diversification across healthcare, professional education, and technology and business. Adtalem Global Education received overwhelming shareholder approval.

“I am pleased to announce this next chapter in our history of serving our students,” said Lisa Wardell, president and CEO of Adtalem. “Our new name makes clear our purpose to empower students and our status as a global education provider, reflecting the seven institutions and professional education company that make up our organization, and their own unique brands and strong reputations.” The name, derived from Latin and meaning “to empower,” was chosen from more than 5,000 submissions by Adtalem colleagues from around the world.
 
During the past year, Adtalem has continued to adapt to meet the academic and career needs of its students around the globe. DeVry University has developed its DeVry Tech Path to provide even greater and more distinct value to its students; American University of the Caribbean School of Medicine (AUC) partnered with Western Connecticut Health System to enable AUC students to complete global health electives in Asia, Africa, and Latin America; Ross University School of Veterinary Medicine announced a collaboration with Johns Hopkins Bloomberg School of Public Health to explore research and joint educational activities; Ross University School of Medicine is expanding its reach to students and faculty via its Center for Teaching and Learning; Carrington College is expanding in-demand programs that promote healthcare careers and launching critical supportive certifications like Phlebotomy; Becker Professional Education announced new initiatives to enhance its USMLE preparation course and continues to expand its reach with financial professionals globally via the growth of the Association of Certified Anti-Money Specialists (ACAMS); Adtalem Educacional do Brasil began offering online MBA programs nationally through its Damásio network; and Chamberlain College of Nursing recently established Chamberlain University and launched a Master of Public Health degree program within a new College of Health Professions.
 
About Adtalem Global Education
 
The purpose of Adtalem Global Education is to empower students to achieve their goals, find success, and make inspiring contributions to our global community. Adtalem Global Education Inc. (NYSE: ATGE; member S&P MidCap 400 Index) is a leading global education provider and the parent organization of Adtalem Educacional do Brasil, American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Chamberlain University, DeVry University and its Keller Graduate School of Management, Ross University School of Medicine and Ross University School of Veterinary Medicine. For more information, please visit adtalem.com
CONTACT:
Adtalem Global Education
Investor Contact:
Joan Walter
630-353-3800
joan.walter@adtalem.com
or
Media Contact:
Ernie Gibble
630-353-9920
ernie.gibble@adtalem.com
Exhibit 99.2
 
 Welcome  2017 Investor DayMay 24, 2017       
 

       Safe Harbor  Certain statements contained in this presentation concerning the future performance of Adtalem Global Education Inc. (“Adtalem”), including those statements concerning Adtalem’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, outlook, enrollment, expansion plans, growth trends, capital allocation, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, actual results may vary materially from those projected or implied by these forward-looking statements. In some cases you may identify forward-looking statements by the use of the words such as “may,” “could,” “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Potential risks, uncertainties and other factors that could cause results to differ are described more fully in Item 1A, “Risk Factors,” in Adtalem’s most recent Annual Report on Form 10-K for the year ending June 30, 2016 filed with the Securities and Exchange Commission (SEC) on August 25, 2016 and its most recent Quarterly Report on Form 10-Q for the quarter ending March 31, 2017 filed with the SEC on May 4, 2017. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this presentation. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.      Non-GAAP Financial MeasuresThis presentation includes references to certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures have important limitations and should not be considered in isolation or as a substitute for measures of the Adtalem’s financial performance prepared in accordance with GAAP. For how we define the non-GAAP financial measures and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure, please refer to the reconciliation at the end of this presentation.       2 
 

 Welcome  2017 Investor DayMay 24, 2017       
 

 Enterprise Strategy  Lisa WardellPresident and CEO       
 

       Over the Past Year We Have Made Solid Progress on Our Four Key Priorities    1  Heighten the culture of student-centric focus and academic excellence as positioning for all Adtalem institutions  Transform the organization to stabilize revenue and grow operating income and EPS  Leverage Adtalem synergies among our institutions to increase operating focus and broaden and imbed cost reduction   Proactively conduct government relations outreach and drive thought leadership in higher education  Launched Student Commitments including 85/15 federal funding limitIntroduced new programs aligned with needs of employers (e.g., healthcare, technology, computer programming, etc.) through more flexible meansLaunched DeVry University Tech Path and Boot CampsContinue to focus on improving student outcomes including retention initiatives and increased student support  Expect to grow FY17 earnings in the mid-teens percentage rangeInitiated leadership and reporting structure changes across organizationIntroduced portfolio management framework to elevate accountability  • Hired CMO; establishing Marketing Centers of Excellence (e.g., Digital)• Centralized Innovation function to drive product development across the organization; aligned with strategy across key segments• Realigned to four key reporting segments  Settled ED Limitation Matter (Oct 2016)Settled FTC Matter (Dec 2016)Settled New York AG Matter (Jan 2017)Ongoing proactive government and regulatory outreach to address the issues of access, affordability, quality and innovation  Key Priorities  Progress to Date  2  3  4  5 
 

 Rebrand Project   Fernando LauChief Marketing Officer 
 

 Rebrand Project  Objective  Create a new name for the organization to represent all institutions in the group, and to:  Establish a unique and differentiated position in higher education marketReinforce purpose-driven values Create an image that is solid, scalable and stableEngage with our investors, partners and the community at largeInspire our colleagues through our shared values  Demonstrate flexibility for future growthDemonstrate a diverse, global organization Represent our value proposition and symbolize values of all brandsSimple and easy to pronounce    Criteria  7 
 

 Rebrand Project  NYSE ticker: ATGEWebsite domain: www.adtalem.com    8 
 

 Rebrand Project  Adtalem means “To Empower” in Latin and is pronounced “ad TAL em.”The new name is aligned with our mission of empowering our students to achieve their goals, find success, and contribute to the global communityThe graphic identity provides the prestige and stability of a parent corporation. The mark or “peak” that serves as the visual center of the Adtalem logo seeks to empower and inspire students to pursue something greater and symbolizes their journey of personal and professional developmentThe color blue represents strength and stability; while green represents focus on growth, innovation, and student success. The typography is elevated to align with the tradition of academia and is modern and innovative, reflecting our growth vision and competitive differentiation  9 
 

   Project time4 months  Colleagues participation2,196  $5,000Prize  Verified+350names    +200 logosCreated    Internal contest2 weeks  Project team43colleagues  2 finalNames  USD$700KTotal budget estimate  Names suggested5,579  Rebrand Project  10 
 

 Growth Will Come from Three Primary Verticals  Medical andHealthcare  ProfessionalEducation  Technology andBusiness  11 
 

 Growth Will Come From Three Primary Verticals  Student demand for medical education continues to outstrip supply; between 2011 and 2016, US MD seats grew by 9.4%, while MD applications grew by 20.8% With more than 500,000 RNs anticipated to retire by 2022, the US Bureau of Labor Statistics projects 1.1M RNs will be required to support expansion and replacement needs. We project a resulting nursing shortage of approximately110,000 RNsCurrently there are 0.7 applicants for every 1 job opening for a doctor of veterinary medicineBy 2024, there will be nearly 21.9M total jobs in healthcare fields, with healthcare-related occupations accounting for nearly one-fourth of new jobs  Global healthcare supply/demand imbalances remain (e.g., for nurses, physicians andveterinarians); we provide an excellent healthcare education to a diverse student population.  Medicaland Healthcare  12 
 

 Growth Will Come from Three Primary Verticals  According to the AICPA, 1 out of 3 accounting graduates becomes a CPA; opportunity exists to grow the CPA credential with international studentsThe potential US market for continuing professional education for CPAs is approximately $700MThe potential global market for Anti-money Laundering education is ~$2.2B and is expected to grow at ~5%The number of first-time Step 1 USMLE test takers in 2016 surpassed 38K candidates, a 12% increase since 2010~230K RN candidates took the NCLEX exam in 2016, an 18% increase since 2010Cybersecurity education market is expected to grow with 2016 global cyber workforce of 3.8M (~25% US) expected to reach 6.6M in 2020 to meet full market demand  Professional education provides payer funding diversification to Adtalem andleverages the strength of our existing Becker and ACAMS brands and capabilities.  ProfessionalEducation  13 
 

 Growth Will Come from Three Primary Verticals  Only 11% of business leaders believe college graduates are prepared for the workforceAccording to a recent Eduventures study, nearly 31% of prospective adult students expressed a preference for non-degree options, an increase of 10 percentage points since 2013; additionally, nearly half of prospective adult students indicated that a certificate could be just as prestigious as a traditional degreeThere is record demand for employees familiar with coding and data analyticsGlobal skills gap is 40 million job vacancies requiring tertiary education by 2020Boot camps are expected to produce approximately 18,000 total graduatesin 2016  Sizable skills gap in both technology and business can be addressedthrough modular/short-term offerings in addition to traditional degree programs.  Technologyand Business  14 
 

 

 Fireside Chat  Lisa WardellDennis KellerRonald TaylorModerated by: Lisa Sodeika 
 

      
 

        
 

       DeVRY students earn diplomas as electronics technicians, or associate or baccalaureate degrees in electronics, engineering technology or computer science for business. One measure of DeVRY’s success is the positions for which DeVRY graduates are hired.  
 

 

 Medical and Healthcare Segment 
 

 Susan Groenwald, PhD, RN, ANEF, FAANPresident 
 

 Chamberlain University Overview  At Chamberlain, we believe if we take extraordinary care of our students, we will graduate extraordinary health professionals who will transform healthcare worldwideChamberlain offers undergraduate degrees (BSN, RN to BSN) and graduate degrees (MSN, MPH, DNP)Chamberlain serves a diverse student population; its pre-licensure BSN program enrolls twice as many minority students as the average US nursing school Pre-licensure programs are campus-based, while post-licensure programs are delivered primarily onlineStrong partnerships with healthcare systems and nursing organizations; more than 1,500 clinical partners     30,000  Students   6  Undergraduate and graduate programs and program options  Years ofhistory  125+   40,000  Alumni  Acquired in   2005   BSN = Bachelor’s of Science in Nursing FNP = Family Nurse Practitioner MPH = Master of Public Health MSN = Master of Science in Nursing DNP = Doctor of Nursing Practice   23 
 

 Chamberlain Campus Footprint  Today Chamberlain Has 20 Campus Locations in 14 States  24 
 

 Market Assessment: Market Demand  Projections are that nursing degrees will continue to be in high demand due to a nursing shortage and growth in the overall healthcare market Bureau of Labor Statistics (BLS) projects demand for 3.2M nurses by 2022, a 13.5% increase from 2015 census; more than 1M nurses will reach retirement age in the next 10 to 15 years Nursing retirement and replacement estimates range from 525K (BLS) by 2022 to 880K (Georgetown University) by 2020According to the American Association of Colleges of Nursing, nearly 69K qualified applicants to professional nursing programs were turned away in 2014-2015High attrition levels of new nurses fuels continued growth in nursing education; Georgetown University Center of Education and the Workforce estimates the first-year attrition rate of new nurses is 30%, while the American Association for International Healthcare Recruitment (AAIHR) estimates a 33% attrition rate in the first three years for new nurses  25 
 

 Market Assessment: Program-level Detail  Pre-licensure BSN continues to have varying levels of competitiveness based on local market dynamicsTotal market demand expected to continue in the near term due to increased demand for nurses at the BSN degree levelCompetitor programs in existing markets are typically well-established and barriers to entry are highIn certain markets, such as in California, long wait lists exist, with few options for students not at the top of academic achievementPost-licensure BSN (RN-BSN) market remains highly competitive due to low barriers to entry Market demand expected to continue as 54% of new RNs have an associates (ADN) degree and hospitals continue to emphasize BSN degreeOver 700+ programs nationwide (~80 new programs since 2011)Chamberlain has cultivated a large and growing (1,500+ member) network of institutional partners that drives enrollment growth and allows Chamberlain to be competitive on price to superior brand and program differentiationMasters in Nursing clinical (Family Nurse Practitioner) degree market continues to growChamberlain clinical programs had a 5-year enrollment CAGR of 9.1%, while non-clinical grew 2.5%  26 
 

 Investment Thesis   Key Growth Drivers  Our Positioning   Continued supply/demand imbalance   Nursing projected to be the second-largest growth occupation through 2024 (BLS)Chamberlain is well positioned across each nursing degree level and across key markets  Focus on quality, outcomes and student satisfaction40,000 alumni nationwidePartnerships with major national nursing organizationsNetwork of institutional partners drives enrollment growth  Chamberlain University and the new College of Health Professions enables expansion beyond nursing degreesMasters in Public Health degree launched in May 2017  Opportunities for new programs under Chamberlain University  20 campuses in 14 states, plus one currently under constructionRigorous approach to evaluating new markets ensures continued growth and profitability  Campus and market expansion   Strong brand recognition; large alumni and partnership network  Key Growth Drivers  Our Positioning   Chamberlain University is well positioned to serve the market’s continued supply/demand imbalance in nursing, as well as achieve growth through new program offerings and market expansion.  27 
 

 

 Dr. Heidi Chumley, MD, MBAExecutive Dean, Chief Academic Officer 
 

 American University of the Caribbean School of Medicine Overview  An international medical school preparing aspiring physicians to enter residency programs and practice medicine, predominantly in the United States Located in St. Maarten, American University of the Caribbean School of Medicine is a technologically-advanced campus featuring a fully equipped anatomy lab, simulation center, applied research library, and more Granted six-year accreditation extension by Accreditation Commissionon Colleges of Medicine in 2015American University of the Caribbean School of Medicine’s first-attempt residency rate of 86.4% in 2016 is well above the rates of US citizen international medical graduates (53.9%), non-US citizen international medical graduates (50.5%), and osteopathic medical school graduates (80%)  Key Facts    86.4%  First-attempt residency attainment rate in 2016  ~90%   of students are US citizens  AUC founded in   1978  94%  Acquired in  2011  90%  First-time pass rate for both USMLE Step 2 Clinical Knowledge (CK) and Clinical Sciences (CS) in 2015  First-time pass rate on Step 1 of the USMLE (2012-2016 avg.)  30 
 

 Historical Market Assessment: 1970s to Mid-2000s  American University of the Caribbean School of Medicine (along with Ross University School of Medicine) enjoyed a favorable competitive environment as one of only three Caribbean medical schools whose students could access Title IV fundingThe US needed more physicians than the US medical schools could provideThe thousands of US citizens that wanted to be physicians who did not gain admittance to a US MD school went to one of the “Big Three” in the Caribbean Relatively few US osteopathic medical schools (DO); the DO degree carried a negative stigma within the medical profession  31 
 

 Current Market Assessment: Mid-2000s to Present  Caribbean market evolves with increasing competitionPhysician shortage became front page news and US MD schools were called to expand by 30%DO schools began to proliferate and the American Osteopathic Association launched public relations campaign to destigmatize the DO degree Three additional Caribbean medical schools gained the ability for their students to access Title IV fundingOther factors influenced prospect behavior:Rumored residency cliff: prospects feared that by 2017, US medical school enrollment growth, coupled with slow residency growth, would leave international medical graduates without positions Introduction of the new MCAT in 2015 caused prospects to forego the Caribbean route in hope that US schools would evaluate MCAT performance differently Hostile media coverage of for-profit education tainted for-profit medical school reputationsThe result: students who were considering medicine gave up on their dream, even though:The US still has a physician shortage; there are enough residency positions for all US MD, US DO, and international medical graduates from accredited, high-quality international schools such as the American University of the Caribbean School of Medicine  32 
 

 Investment Thesis   Key Growth Drivers  Our Positioning   Demand for US medical school still outpaces supply53,209 applicants for 21,025 US allopathic seats in 2016Over 10 years, US seats have grown 18.3%, while applicants for those seats have grown 25.7% Rising international demand from Europe, Middle East, and South Asia Strong demand for US medical education and residency positions from international students American University of the Caribbean School of Medicine is positioned to take market share from DO schoolsAlready outperforming DO graduates in the NRMP match  Established reputation as a top US style internationalmedical school with state-of-the-art facilities and over 20 global electivesSchool of choice: 57% of students accepted in FY17 chose AUC, vs. 50% in FY13 Better option than DO schools for students entering medical school now and planning to enter residency in four years Building American University of the Caribbean School of Medicine awareness through extensive field recruitment, improved marketing and advertising, and mainstream and trade media Primary care contributor, plus opportunity for graduates to enter fellowship programs and sub-specialize   Key Growth Drivers  Our Positioning   As an international medical school with an established brand and strong student outcomes, American University of the Caribbean School of Medicine is well positioned to benefit from the continued supply/demand imbalance in medical education.  33 
 

 

 Dr. William Owen, MD, FACPDean and Chancellor 
 

 Ross University School of Medicine  Key Facts  An international medical school preparing graduates to enter residency programs and practice medicine, predominantly in the United States International school accredited by Dominica Medical Board; US curriculumFirst 16-20 months of basic sciences taught in Dominica, Lesser AntillesState-of-the-art education facilities in Dominica, e.g., student learning center 17 tracked sites at 21 hospitals for 3rd year clinical training13,000+ alumni    88%  First-attempt residency attainment rate in 2016  ~90%   of students are US citizens  RUSM Founded in   1978  95%  First-time pass rate on Step 1 of the USMLE (2012-2016 avg.)  Acquired by DVG in  2003  90%  First-time pass rate for both USMLE Step 2 Clinical Knowledge (CK) and Clinical Sciences (CS) in 2015  36 
 

 RUSM Team Views Medical Education as a Form of Social Justice  We are dispelling the myth that at RUSM…We have low admission standardsTuition costs are higher than in not-for-profit US medical schoolsOur students receive an academically inferior educationTheir attainment of postgraduate training is compromised  Rather, our students better meet the societalexpectations for US medical school achievement.  37 
 

 First Time Pass Rates for Step 1 Are Similar to US Medical Schools  38 
 

 Residency Attainments Are High   39 
 

 RUSM Excels in Meeting Societal Expectations  How to measure:MD workforce providing care in under-resourced communitiesDelivering primary care > specialty careTraining a demographically representative workforce of doctors  What are the societal expectations of US medical schools?  40 
 

 RUSM Graduates Are Diverse Like America   Only 4% of America’s doctors are African-AmericanSmaller number than >35 years ago58.5% of RUSM graduates practice primary care89.2% of RUSM graduates serve in low income areas  41 
 

 Investment Thesis   Key Growth Drivers  Our Positioning   Demand for US medical school still outpaces supply53,209 applicants for 21,025 US allopathic seats in 2016Over 10 years, US seats have grown 18.3%, while applicants for those seats have grown 25.7% Increasing brand awareness in US from strong RUSM clinical partnerships and growing alumni baseA single US hospital partner selected 16 residents from our 2017 graduating RUSM class Considered a primary school choice for diverse students in the US who wish to obtain an MD degreeFaculty focused on learning outcomes for our students  Established reputation as a top US style international medical school with state-of-the-art facilities Developing stronger alumni outreach and base to impact current and potential studentsContinuing media campaign to raise brand awareness and “tell the story” of positive student outcomes, in particular for diverse student populationRaising awareness with key stakeholders of RUSM as primary care contributor, particularly in rural and urban areas that are less served by US-based medical schools  Key Growth Drivers  Our Positioning   As an international medical school with an established brand and strong student outcomes, Ross University School of Medicine is benefiting from the continued supply/demand imbalance in medical education and its growing clinical relationships in the US.  42 
 

 

 Dr. Sean Callanan, MVB, MRCVS, CertVR,PhD, DipECVP, FRCPathDean 
 

 Ross University School of Veterinary Medicine Overview  International veterinary school providing a doctoral program in veterinary medicine (DVM), as well as several other postgraduate programs.Accredited by American Veterinary Medical Association (AVMA)Attracts predominantly US and Canadian students withgrowing international student bodyOffers a 10 semester accelerated and flexible program, students complete 7 semesters on the island of St. Kitts and 3 semesters at a global affiliate school, including the US, Canada, UK, Ireland, Australia, and New Zealand Large, active alumni network  Key Facts    33  Affiliate schools, on three continents   78%   of students are female  Ross School of Veterinary Medicine founded in   1982  86%  First-time pass rate on NAVLE  Acquired by ATGE in  2003  ~4,700  Alumni  45 
 

 Market Assessment: Demand for Veterinarians  Global Animal Health market is expected to grow at a CAGR of 5.4% from 2014-2025Driven by a significant rise in zoonotic and food-borne diseasesAdditionally, the global population is expected to expand to 9.7B by 2050; with ~795M projected to be undernourished, the global food supply will need to be expandedVeterinarians are pivotal in the control of emerging diseases and in developing novel therapies through pharma The Bureau of Labor Statistics projects occupation growth of 9% over the next 10 years, which is faster than the average of all occupations  Demand for Veterinarians  Income of Veterinarians  The 2015 AVMA report states that while the national unemployment rate was 7.4% in 2013, the overall unemployment rate for the veterinary profession was just 3.2%The starting salaries of graduating veterinarians and veterinary medical salaries in general have been increasing at a rate greater than inflation  46 
 

 Market Assessment: Demand for Veterinary Education  While the number of Veterinary Medical College Application Service applications has increased 12% over the last five years, the number of available seats has only increased 0.09% over the same period, generating a supply/demand imbalanceThe ratio of applicants to seats has increased from 1.5 to 1.7Over the past 10 years (2008-2017), total DVM student enrollment and first-time DVM enrollment at US colleges has increased ~24% to 12,800 and 22% to 3,400 students respectively The Association of American Veterinary Medical Colleges (AAVMC) is projecting the total number of US citizens graduating from AAVMC member institutions to increase 8.5% from 2016-2019 to ~3,800 graduates  47 
 

 Investment Thesis   Ross University School of Veterinary Medicine is well positioned to serve the market’s continued supply/demand imbalance, as well as achieve growth through its differentiated offering and international recruiting efforts.  Key Growth Drivers  Our Positioning   Continued supply/demand imbalance for Veterinary Education  According to the AAVMC, RUSVM has the largest number of first-year seats among all Canadian and International Colleges of Veterinary Medicine Strong advocate base with the RUSVM alumni network expanding to ~5% of all US/Canadian veterinarians in the next few years  Key Growth Drivers  Our Positioning   Strong, established brand with AVMA accreditation; 1 of only 39 AVMA accredited programs worldwide Accelerated and flexible program, with a superior clinical networkInternational, research-active, and disciplined-accredited faculty  Differentiated offering  Focused recruiting efforts on highest priority markets; international location and opportunity to work with exotic animals a plus for prospective studentsDepth of international clinical network a plus; opportunities exist to further expand the networkRUSVM first-year tuition level ~6.5% below the median for all non-resident Canadian and International Colleges of Veterinary Medicine  International recruiting  48 
 

 

 Innovation: Initiatives Are Underway Across the Vertical to Improve How We Teach and How Our Students Learn  Use of gamification within pharmacology improves content retention and learning outcomesPredictive analytics track student performance through the curriculum and assign a “propensity score,” which predicts a student’s likelihood of NCLEX success and provides direction to faculty and staff on additional support and remediation  AUC  RUSM  RUSVM  Chamberlain  Updated curriculum maps to the AAMC’s Entrustable Professional Activities, ensuring students reach an expected level of competency prior to entering a residency programUK-based clinical rotations and global health electives in Asia, Africa, and Latin America offer students exposure to multiple health care systems and populations  Virtual anatomy table provides students with a hands-on way to learn; mobile version supports portabilityCentralized simulation curricula design and delivery drives consistency, both internally and externally (via clinical affiliate hospitals)  Mobile application/game prepares students for client interactions by helping them practice diagnosis skillsStrategic partnership with Johns Hopkins Bloomberg School of Public Health will develop public health pathways for veterinarians  50 
 

 

 US Traditional Postsecondary Segment 
 

 Donna Loraine, PhDPresident 
 

 Carrington College Overview  Carrington College is a premier provider of career-focused postsecondary education, graduating exemplary professionals in the medical, dental, veterinary, and nursing fieldsCelebrating its 50th anniversary as the startingpoint for healthcare careersInstitutionally accredited by leading regional, programmatic, and state accreditors Offers associate degrees, certificates, and degree completion programsFlexible programs offered on campus, online, or in blended modalities     6,000+  Students1  21  Areas of study  2008  Acquired by Adtalem  Founded in   1967  65,000+  Alumni  1 Enrollment data as of March 31, 2017   54 
 

 Campus Footprint  Carrington’s regional footprint is supported by online capabilitiesCarrington has 18 campuses and 3 learning centers located in 8 states                                      Mesquite, TX    Albuquerque, NM    Tucson, AZ        Phoenix, AZ    Pomona, CA  Las Vegas,NV      Reno, NV  Boise, ID      Portland, OR    Spokane, WA                        Campuses  Learning Center Location  Northern CA Campuses  Citrus HeightsPleasant HillSacramentoSan JoseSan LeandroStocktonOakland (LC)North San Jose (LC)  55 
 

 Market Assessment: Program Offerings  Allied health programs are in high demandAccording to The Association of Schools of Allied Health Professionals (ASAHP), allied health professionals account for nearly 60 percent of the entire healthcare workforce By 2024, the total number of jobs in all healthcare fields is projected to be more than 21.8M; according to Rush University, more than half of the US healthcare workforce will be in an allied health fieldBureau of Labor Statistics (BLS) projects demand for 3.2M nurses by 2022, a 13.5% increase from 2015 censusAdditionally, the BLS projects eight of the 12 fastest growing occupations between 2014-2024 will be in allied health, professions such as Occupational Therapy Assistants, Home Health Aides, and Physician Assistants  56 
 

 Market Assessment: Market Dynamics  Population growth and shifting competitive landscape favor Carrington College Populations in the key western markets we serve are growing; according to the US Census Bureau, of the 10 fastest growing states in terms of population in 2016, six of those states are in Carrington markets (i.e., Nevada, Idaho, Washington, Oregon, Arizona, and Texas)Opportunity to grow share in markets impacted by school closures due to accreditation, poor operating performance, lack of product differentiation, poor outcomes and program qualityIncreased student interest in short, stackable certificatesOpportunity to develop curriculum for large healthcare organizations looking for continuing education support and workforce solutions partnerships   57 
 

 Investment Thesis   Carrington College serves an important and growing allied health market, offering in-demand programswith strong student outcomes in locations with favorable market dynamics and opportunities for growth.  Key Growth Drivers  Our Positioning   Good standing with regional and program accreditation, solid test scores and graduate employment   Key Growth Drivers  Our Positioning   Have responded to requests in nursing and are well positioned to continue this support in current locations  Campuses located in growing markets, with underserved populations; additional opportunities to capture market share as a result of competitor closures  Newly focused marketing organization, high referral rates based on quality perception  High demand new programs in planning and implementation stages; expansion of blended and online in FY18  Expansion of healthcare partnerships in FY18; key contributor to successful new programs  Quality of programs and student outcomes  States/accreditors seeking Carrington support to expand in needed program areas  Broad regional footprint in diverse, attractive markets  Brand recognition aligned with quality and growth  New programs and deliveries  Expanded workforce partners  58 
 

 

 Robert PaulPresident 
 

 DeVry University Overview  Throughout its 86-year history, DeVry University has fostered student learning through quality, career-oriented educationLeading brands: Regionally accredited by the Higher Learning CommissionOffers Certificate, Associate, Bachelor’s and Masters programsTwo fully launched program stacks; in Health Information and Media Arts & TechnologyLaunching: Network, CIS, Business/Technical Management and AccountingNational network of campuses and leading in-house online capabilities    30,000+  Students  ~75%   Undergraduatestudents  ~25%   Graduatestudents  Founded in   1931  300,000+  Degrees conferred  400+  Employer partnerships  6  Colleges  61 
 

 Campus Footprint  DeVry University’s campus footprint is supported by online capabilitiesDeVry University has 59 campuses and learning centers across 18 statesDeVry University’s enrollments are diversified across six colleges   OnlineWhereverYou Are  62 
 

 Market Assessment   Tech jobs are driving growth and tech skills are required in majority of jobs320K new tech jobs forecasted by 2020 (10-12% growth), mostly Bachelor’s degree or higher 50%+ of all jobs today require technology skills  Job Market  Increasing employer need to acquire, develop and retain talent with necessary skillsThe average tenure for a salary worker is now only 4.6 years; 60% of US employers are having difficulties finding qualified workers to fill their vacanciesTech employers are starting to shift away from requiring a degree; today, there are seven computer-related job categories where at least 25% of workers do not have a four-year degree  Employers  63 
 

       Market Assessment   Competition  Getting tougher and diversifyingPublic sector continues to aggressively pursue new sources of revenue (adult learners, online); 25%+ now offer “extensive” online programs and only 8% offer no online programsModel disruptors are meeting changing needs with non-traditional offerings such as boot camps and micro-credentialsAll competitors, including disruptors, are forming alliances/partnerships to meet shifting employer needs  Students  More diverse with changing views of traditional educationUS addressable market for degree programs continues to be stagnant; student interest in postsecondary education is declining as prospects question the return on investment Millennials estimated to change jobs 13 times in lifetime, requiring continuous skill acquisition and lifelong learningHispanic students represent the fastest growing segment in the “degree” market: 35% growth in Hispanic undergrads versus a 3% decline in total undergrads  64 
 

       Investment Thesis  DeVry University is well positioned to capitalize on the emerging prominence of technology in business, and to deliverworkforce solutions to employers and relevant instruction to students in order to supply high-demand job-ready skills.  Our Positioning   Our Positioning   DeVry University is taking a leadership role to address the growing tech skills gap by investing significantly in academic quality via our DeVry Tech value propositionTech-enabled teaching platforms such as proprietary connected classrooms, collaboration tools, and a state-of-the-art online learning management system   Over the next 10 years, discrete pockets of the labor market are slated for significant growth, many aligned with specific DeVry University program offerings, such as: Medical Billing and Coding, Health Administration, Cybersecurity, and Accounting New programs launched over past 24 months represent approximately 30% of new student enrollments  Large addressable market with attractive supply and demand imbalances  Key Growth Drivers  Compelling, differentiated technology-focused value proposition  Quality academic programs in high growth fields  Growing portfolio of strategic employer partnerships  Cost structure optimized for future growth  Small, more intimate campuses in key markets; reduced square footage by >50% since 2011Generated over $500M in cost savings since 2013  Adult learners and online students remain highly attractive growth areas in the education market  400+ existing employer partnerships; DeVry University launched DeVryWORKS to assist employers in meeting their talent development, skills gap training, and talent acquisition needs  65 
 

 

 Innovation: Initiatives Are Underway to ImproveHow We Teach and How Our Students Learn  Pre-loaded iPads ensure all students are “connected” and can access e-books easilyStudent service innovation features an online application combined with a new 360◦ virtual campus tour, which allows prospective students to experience the campus and its labs at their convenienceContinued enhancement and expansion of the connected classroom“Herman” big data initiative builds a stronger base of cross-functional information for student supportPlanned gamification courseware in introductory courses will better engage students as they begin their courses of study  DeVryUniversity  CarringtonCollege  67 
 

 Student Care: Big Data EffortsDeVry University Is Evolving from Historical Data Analysis to Prescriptive Analytics             REPORTINGWhat happened?  ANALYSISWhy it happened  MONITORINGWhat’s happening now  PREDICTIONWhat might happen?  COMPLEXITY  PREDICTIVE ANALYTICS        BUSINESS INTELLIGENCE    PRESCRIPTIVE ANALYTICS    PRESCRIPTIVEPrevent  BUSINESS VALUE  Increased Care  68 
 

 Student Care: Big Data EffortsA Network of Tools to Design Differentiated Services and Focus Resources on Biggest Impact  Refined digital marketing targetsSegmented communication strategyInformed nurturing strategies  Marketing   Inquiry segmentation for efficiency and effectivenessDesign of stitch-in and orientationFocus scarce resources  Student segmentation for specific servicesProactive vs. reactive advisementShortest path to graduation  Inform program and course designLearning effectiveness monitoring and instruction designFaculty to course optimization  Student-employer matchingSegmented career readiness planningReputation building with corporate partners  Workforce Solutions  Enrollment Management  Service  Academics    Civitas Suite of ToolsFirst Year Success ModelerPredicative Inquiry ModelerScheduling Algorithm  69 
 

 

 Technology and Business Segment 
 

 Carlos FilgueirasGroup President, Technology and Business 
 

 Adtalem Educacional do Brasil Overview  The Adtalem Educacional do Brasil (ATB) organization operates three national brands within the Brazilian private higher education market National brands: ATB institutions offer undergraduate, graduate, test prep, and professional education programs across a wide spectrum of fields, including business, engineering, and law ATB institutions have high academic standards and attractive national rankings, highlighting the quality of education provided to students    110,000+  Students  380+   Programs  5,400+  Colleagues  Ibmec and Damásio founded in   1970  3  National brands  17  Institutions  23  Campus locations  211  Centers  DVB InstitutionsDamásio Distance Learning CentersIbmec Institutions        ATB operations are focused primarily in the North, Northeast, and Southeast regions of Brazil  Key Facts  Footprint  73 
 

 Brands and Campus Footprint  ATB Enrollment Breakdown  High QualityUS$ 2K to US$ 7K per yearClass B- or C  Mass MarketUS$ 500 to 2K per yearClass C- or D  PremiumUS$ 7K to US$ 15K per yearClass A or B+  Tuition Cost  0.5  1.0  4.5  Millions of Students in Brazilian Private Higher Education  Brazilian Private Higher Education Segments  ATB operates in the upper middle and premium segments of the market, with a differentiated value proposition.  UG Programs by Area  19%  23%  19%  32%  6%  74 
 

 Market Assessment: Brazilian Economy and Funding   The ongoing Brazilian economic downturn has put pressure on enrollments: for the first time since 2009, new student enrollments declined (-6.1%) vs. PY. Among private institutions, new student enrollments declined -8.8% vs. PY (-10.0% onsite and -5.7% online)Even in a deceleration scenario, as a country, Brazil still has a significant education gap to close vs. countries like Colombia, Turkey, Portugal and RussiaIn Brazil, private institutions are responsible for ~76% of higher education enrollments and play a vital role to close this gapCurrent economic conditions compromise the Government’s capability to support student financing programs; as a result, the Government and private providers are working in partnership to develop sustainable sources of student financing to support growth and achieve the National Education Plan goal of having a 50% gross enrollment rate by 2024  The Government and private providers are creating a sustainable financing program (FIES 2.0) to support student enrollment, but implementation timing is still uncertainMcKinsey & Co. worked with the Government (e.g., Ministry of Education, Ministry of Economy) and private institutions to develop FIES 2.0Funding will initially be publically provided, but the Government will assess including private funding into the system as well  PNE goal (2024)  Funding for Education  Brazilian Economy  Gross Enrollment Rate by Country (2012)  75 
 

 Market Assessment: Institution Detail  Founded in 1970, Ibmec is one of most traditional and respected higher education providers in BrazilMost well-known for its business school, and responsible for the first finance MBA in the country, Ibmec offers programs with the highest academics standardsIbmec offers both undergraduate and graduate programs in areas such as: engineering, law, and international relationsOffers executive and professional education programsWith operations in Rio de Janeiro, Belo Horizonte, and Brasília, Ibmec recently opened its newest campus, in São Paulo, in April 2017  Founded in 1970, Damásio is a leading institution for law and diplomatic careersDamásio has a presence in all Brazilian states via its own campuses (in four locations) and a network of 211 distance learning centers (franchisees)Undergraduate, graduate, and test prep programs are delivered via satellite, online, and onsiteToday Damásio’s franchisees are becoming a distribution network for other Adtalem Brasil programs, such as Ibmec online MBAsIn the future, Adtalem Brasil will also deploy undergrad online programs through Damásio’s network  DVB is a well-respected higher education provider which joined Adtalem Global Education in 2009DVB is comprised of 12 institutions distributed almost entirely in the North and Northeast region of Brazil (only Metrocamp is located in the Southeast)All DVB institutions are ranked among the top 3 in their citiesDVB offers a diverse selection of both undergraduate and graduate programs offerings  Adtalem Educacional do Brasil has a diversified student base spread in different market segments, regions and modalities.  11K Students  48K Students  54K Students  76 
 

       Investment Thesis   Adtalem Brasil institutions provide academically strong, in-demand programs acrossBrazil; innovation and a history of successful integration present continued opportunities for growth.  Key Growth Drivers  Our Positioning   Strong need for higher education  Well positioned to take advantage of attractive demographics and supply/demand imbalances in the mid- to long-term  Key Growth Drivers  Our Positioning   Superior academics  Offers standardized curricula across Brazil (G5), which allows us to invest in quality, while guaranteeing efficiency in operations Consistently raised academic quality, with the current goal of achieving IGC¹ 4 or higher for all institutions  Product innovation  Adtalem Brasil’s Integrees Learning Management System enables faculty collaboration on curricula development and increased social interaction between students and facultyDamásio is ahead of the competition in terms of technology used, and today offers distance learning, online, synchronous, and asynchronous modalities  Integration capabilities  Adtalem Brasil brand ties the different institutional brands and value propositions together Adtalem Brasil operates with a fully integrated model including brand management, admissions, student services, academics, regulatory, campus management, HR, IT and legal. Integration is generally completed within 3-12 months  1IGC = The average of all programmatic CPCs (academic quality metric by MEC) in the last 3 years, weighted by the number of students in each program   Strong brand equity  Strong brands; operate in the top two tiers of the higher education marketOur brands differentiate themselves from the competition by preparing students to become professionals with a global perspective  77 
 

 

 Innovation: Initiatives Are Underway in Brazil to Improve How We Teach and How Our Students Learn  G5 curriculum design improves/optimizes scheduling, while also:Reducing course selection complexity for the studentLimiting operational burden for the institution Simplifying assessments by the Ministry of EducationCustom-built Integrees Learning Management System:Leverages a collaborative repository of course content, supported and maintained by faculty; students can “like” and “dislike” itemsIncorporates “quick tests” to track how well students learn material, providing a feedback mechanism for facultyIs supported by analytics, which help us better understand how students are leveraging materials and which materials drive the most learning and retentionUse of asynchronous online will expand the reach/breadth of the current Damasio offering  79 
 

                   Collaborative repository    Lecture  Quiz    Realtime feedback            Big data repository    Our Proprietary Integrees LMS Has Significantly Improved Faculty Collaboration in Brazil and Provided a New Avenue for Real-time Feedback from Students  1    2  3      80 
 

 

 Professional Education 
 

 John RoselliPresident, Becker Professional Education  Tim McClintonManaging Director, ACAMS 
 

 Professional Education’s mission is to empower people around the world to advance their careers through a lifelong partnership of superior professional education Serving accountants, medical students, and financial service professionalsStrong brand and relationships within accounting and anti-money launderingBest-in-class student outcomesAcquired ACAMS in 2016; ACAMS is the largest international membership organization dedicated to financial crime and prevention professionals   Professional Education Overview    ~1M  Candidates have prepared for the CPA Exam with Becker  50+   Int’l ACAMS chapters  100%   Non-Title IV  Becker founded in   1959  ~250  Global teaching locations  +90%  Since 2005, over 90% of the Watt Sells Award winners have used Becker to prepare for the CPA exam  ACAMS founded in  2001  +46K   ACAMS members  84 
 

 Current Professional Education Verticals  CPA  Certified Public Accountant exam prepOnline and live Market leader  CPE  Continuing accounting educationWebcasts, online, and live Fragmented market  ACCA  Chartered accountancy exam prepUK-based global accounting certificationConcentrated market  USMLE  US medical licensing exam prepOnline, live, and live/onlineConcentrated market  ACAMS  Anti-money laundering, financial crime preventionMembership, conferences, certifications, publicationsMarket leader  Becker currently provides educational offerings to accounting, healthcare, and financial services professionals through a global distribution network, supported by best-in-class course development and education technology capabilities.  85 
 

 Market Assessment: CPA and CPE  Two-thirds of CPA firm partners are over the age of 56 with significant numbers retiring by 2022Accounting Bachelor’s and Masters programs continue to be two of the fastest growing degree programsInternational CPA candidates continue to growCompetitive pricing sensitivity remains highNear term industry headwinds from recent exam format change$700M US market opportunityMarket continues to be highly fragmentedSignificant transition to digital delivery and marketing provides opportunity for continued market share capture   CPA  CPE  86 
 

 Market Assessment: ACCA, Healthcare and ACAMS  Growth opportunities in UK through partnerships with tuition providersPredominantly live instruction marketSignificant growth exists with international USMLE candidatesAbility to develop longer term relationships with medical schools~$2B global market opportunityUnderpenetrated and growing AML market Increasing convergence of cybersecurity, fraud, and AML regulation within financial services industry  ACCA  Healthcare  ACAMS  87 
 

 Investment Thesis: ACAMS  Our Positioning   Continue growing our core business  A leading standard for AML certificationSignificant headroom for growth (~5% market penetration in US) Core growth generates flow-through revenue from conferences, news and training  Accelerate international expansion  ~70% of addressable market is outside the US Tremendous growth potential in EMEA and APAC, each with roughly 1% market penetration   Leverage existing capabilities and brand to develop training and certifications to serve professionals for whom CAMS certificationis not appropriateExtend into other areas of financial crimes (e.g., anti-bribery/corruption)  Serve new segments close to the core  Cybersecurity and fraud  As a leader in the Anti-money Laundering market, ACAMS is well positioned to benefit from continued domestic and international market growth, while opportunities exist to extend into new, adjacent markets.  Extend into adjacent markets  Key Growth Drivers  Our Positioning   88 
 

 Investment Thesis: Becker Accounting and Healthcare   Our Positioning   Extend global leadership position in CPA review   Market leadership position with strong brandTop 100 accounting firms currently use Becker Best-in-class student outcomes; 90% of top CPA Exam scorers use Becker   Key Growth Drivers  Our Positioning   Increased market penetration of Continuing Professional Education (CPE) for CPAs  Leverage Becker brand and alumni networkBuild on firm partnerships to accelerate CPE growth  USMLE expansion opportunity through new product offerings and continued international growth   In-country programs and product expansion opportunities  Expansion into new lifelong learning markets and products   Opportunity to leverage Becker capabilities into new products Attractive new markets exist in financial services, healthcare, and cybersecurity   Becker Professional Education is the leader in CPA review and the anti-money laundering market; attractive opportunities exist to add new products and enter new lifelong learning markets.   89 
 

 Innovation Initiatives Are Underway Across the Vertical to Improve How We Teach and How Our Students Learn  ACAMS  Updated Certified Anti-Money Laundering Specialist (CAMS) exam to reflect the requirements of today’s financial crime practitionersTailored LMS to improve member experience, both domestically and internationally  CPE  USMLE  Fully-mobile application and question bankQuestions are provided 40 at a time, which mimics the pace and length of the actual exam  Live/online programs enabling synchronous and interactive delivery in a virtual classroomenvironmentStudents can “pre-test” content areas before beginning a module, helping them to focus their time and energy where they need the most help  CPA  Customized Learning Management System (LMS) tailored to the unique needs of continuing education students, including the necessary reporting required for employers and state licensing authoritiesCustom-built e-Reader that can be leveraged across the Adtalem portfolio  90 
 

 

 Finance/Capital Allocation 
 

 Financial Update  Patrick UnzickerChief Financial Officer 
 

 Financial UpdateImproving the Financial Performance of the Organization  Cost structure optimizationHome office expenses reduced 6.8% since this time last yearCost reductions and efficiency improvements across the portfolioRestarting organic revenue growthImproved processes and leadership changes expected to drive new student enrollment growth in FY18New locations identified; new program launches in process across all verticalsIntroduced Portfolio Management FrameworkMeasures institutions against peers Increased accountability; heightened focus on Operating Margin and Return on Invested Capital (ROIC)Net result:Segment revenue growing for three of four segmentsOperating Margins improved YTD1 from 10.8% to 12.1%Cost of Instruction and Operating Expenses both lower than prior year as a share of revenueEPS up 13.6% YTD1CapEx moderatingIncreased return of capital to shareholders reflecting confidence in outlook  1 Fiscal Year-To-Date as of March 31,2017, excluding special items.  94 
 

 Financial UpdateInvestment Thesis  Large addressable markets with attractive supply/demand imbalancesMost diversified programmatic offerings in the sector offered through institutions with strong brand awareness and robust accreditations Experienced management teamStrong cash flow generation and solid financial position provides support of future growth initiatives and shareholder return Cost structure optimized for increased operating leverage Medical and Healthcare and Professional Education verticals contribute the significant majority of earnings and cash flow generation with future upside from Technology and Business   95 
 

 Financial UpdateSegment Analysis: Medical and Healthcare  Highlights:Continued supply/demand imbalances expected to drive ongoing segment revenue growth, with lowercapital requirementsWe expect organic growth in the medical and nursing schools driven by existing and new programs (e.g., Masters of Public Health); exploring cooperative partnerships with traditional education providersStrong relationships with quality clinical partnersRobust B2B relationships within Chamberlain; we believe we can leverage this across the verticalActively working to resolve Gainful Employment matter, which affects veterinary operations; impact planned for FY18Over the strategic planning horizon segment operating margins will increase driven by the expansion of online programs at Chamberlain and a return to enrollment growth in the medical Schools    FY12  FY16  ’12-’16CAGR  ’17-’21ECAGR  Revenue  $457M  $784M  14.4%  4-6%  Operating Margin  24.9%  22.9%  -  Increasing  EBITDA  $136M  $213M  12.0%  5-6%  CapEx  $26M  $26M  -  Decreasing  96 
 

 Financial UpdateSegment Analysis: Professional Education  Highlights:ACAMS growth will be driven by accelerated international expansion and new product launchesBecker CPA remains market leaderStrong growth expected in CPE and HealthcareCPA growth slowing but will be driven by an increase in online and webinar offeringsHealthcare opportunities with I-20 partnerships for international students and entry into the NCLEX self-study marketSegment operating margins are expanding, given continued mix shift toward online delivery and operating leverageSuccessful entry into cybersecurity professional education would provide upside potential    FY12  FY16  ’12-’16CAGR  ’17-’21ECAGR  Revenue  $94M  $103M  2.2%  14-16%  Operating Margin  31.0%  28.4%  -  Increasing  EBITDA  $32M  $31M  -0.8%  25-30%  CapEx  $2M  $1M  -  Stable  97 
 

 Financial UpdateSegment Analysis: Technology and Business  Highlights:Segment is currently comprised of Adtalem Educacional do Brasil (ATB) operationsNew student growth is expected across the ATB institutionsInvestments to date have focused on both organic growth and acquisitionsSegment cash flow generation continues to increase as ATB operations achieve scaleFor strategic planning purposes we have excluded acquisitions, and instead focus on harvesting and driving organic growth:Ibmec expansion and programs offered across the ATB portfolioPursuing university-status within Brazil, which will drive enrollment growthBeginning to develop online offerings and capabilities, similar to those offered in the US    FY12  FY16  ’12-’16CAGR  ’17-’21ECAGR  Revenue  $62M  $196M  33.4%  6-8%  Operating Margin  7.1%  6.9%  -  Increasing  EBITDA  $10M  $24M  26.2%  12-15%  CapEx  $6M  $14M  -  Stable  98 
 

 Financial UpdateSegment Analysis: US Postsecondary  Highlights:Segment is currently comprised of Adtalem’s Traditional US Postsecondary institutions: DVU and CarringtonNear-term focus remains offsetting revenue declines with cost-cutting measures, while redesigning program and service offeringsSegment operations currently breakevenSignificant operating leverage when revenue growth returns    FY12  FY16  ’12-’16CAGR  ’17-’21ECAGR  Revenue  $1,458M  $764M  -14.9%  2-4%  Operating Margin  11.9%  0.2%  -  Increasing  EBITDA  $227M  $39M  -35.6%  25-30%  CapEx  $62M  $18M  -  Stable  99 
 

 Financial UpdateFY21E Financial Targets  Key Metrics  FY17-21E Strategic Plan   Revenue  4% - 6% CAGR  EBITDA  10% - 13% CAGR  Tax Rates  20% - 28%  CapEx/Revenue  Target < 5%  ROIC  12-14%  100 
 

 Financial UpdateRevenue and EBITDA Bridge  $1.8B  $2.2-2.4B  $200-250M  $150-200M  $150-200M  $10-20M  Adtalem Revenue Bridge  Adtalem EBITDA1 Bridge  $288M  $55-65M  $65-75M  $50-60M  $40-50M  $450-550M  1Excludes special charges  101 
 

 Financial UpdateCapital Allocation  Programmatic expansion and new product development across the portfolioChamberlain campus growthExpansion of Ibmec within Adtalem Educacional do Brasil Strategic plan CapEx projected at 4-5% of revenues  Invest in Our Institutions   Make Strategic Acquisitions  Return Capital to Shareholders  Maintain Financial Strength & Flexibility  Medical and Healthcare: address skills gaps, expand into new areas of healthcare beyond nursing and medicineProfessional Education: leverage the Becker and Damasio platformsTechnology and Business: address global skills gaps  Management regularly assesses share repurchase activity relative to Adtalem’s projected intrinsic valueWhen shares are over-sold, share repurchases can be the highest return on investmentCommunicates confidence that stock is a strong investment; signals positive outlook  Strong balance sheet Free cash flow1 generation in excess of $1B (FY17-FY21E)Opportunistically increase leverage to maximize shareholder returns  * Free cash flow defined as total cash generated, less strategic plan CapEx, and share repurchases.  102 
 

 Thank you for coming! 
 

 Appendix 
 

       Use of Non-GAAP Financial Information and Reconciliation Schedule  The following table reconciles Adtalem Global Education’s (“Adtalem”) operating income as reported under U.S. Generally Accepted Accounting Principles (“GAAP”) to the non-GAAP measure of Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) excluding special items. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, Adtalem’s reported results prepared in accordance with GAAP.     Medical and Healthcare    Professional Education    Technology and Business    U.S. Traditional Postsecondary       2012  2016  2012  2016  2012  2016  2012  2016  GAAP Operating Income (Loss)  $114M  $178M  $29M  $28M  $4M  $14M  $91M  $(211)M  Special Items Expense (Gain) *  -  $1M  -  $1M  -  -  $82M  $212M  Depreciation and Amortization  $22M  $34M  $3M  $2M  $6M  $10M  $54M  $38M  EBITDA excluding Special Items  $136M  $213M  $32M  $31M  $10M  $24M  $227M  $39M  *Includes restructuring expense (U.S. Traditional Postsecondary in fiscal year 2012, and Medical and Healthcare, Professional Education and U.S. Traditional Postsecondary in fiscal year 2016) and asset impairment charge (U.S. Traditional Postsecondary in fiscal years 2012 and 2016).  105