What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 66 added, 66 removed, 243 unchanged (35% of the section changed)

9 unchanged sentences

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Effective October 1, 2021, as part of our ongoing cost-reduction efforts, we outsourced the majority of our information technology activities to a third-party service provider.

These changes were not made in response to any identified deficiency or weakness in the Company’s internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

6 unchanged sentences

Eilif Serck-Hanssen 56 Director, President and Chief Executive Officer

Jean-Jacques Charhon 55 Executive Vice President and Chief Financial Officer

Buskirk 45 Senior Vice President and Chief Financial Officer

Marcelo Barbalho Cardoso 50 Executive Vice President and Chief Operating Officer

Grace 58 Chief Human Resources Officer

21 unchanged sentences

from the University of Chicago Booth School of Business.

Jean-Jacques Charhon was appointed Executive Vice President and Chief Financial Officer effective January 1, 2018.

Prior to joining the Company, Mr.

Charhon served as a special advisor to the board of directors of Purdue Pharma.

Charhon served as Chief Financial Officer of Purdue Pharma from June 2015 until August 2017.

From July 2014 until December 2014, Mr.

Charhon served as Chief Financial Officer of Cnova, and thereafter served as counsel to the chairman of the board of directors from January 2015 to June 2015.

Prior to joining Cnova, Mr.

Charhon worked for four years at Hewlett Packard, where he joined as Chief Financial Officer of the PC division before becoming Chief Operating Officer of Enterprise Services.

This role followed eight years at General Electric, where he most recently served as Chief Financial Officer of GE Healthcare for the Americas, and four years at Novartis, where he held various global financial leadership roles of increasing responsibility.

Charhon earned a Baccalaureate in Math, Physics & Chemistry from the French Lycée of Brussels and a Commercial Engineer degree from the Université Libre de Bruxelles-Solvay School of Management.

Buskirk has served as our Senior Vice President and Chief Financial Officer since April 2021.

Buskirk previously served as our Senior Vice President, Corporate Development from 2018 to April 2021 and as our Vice President, Global Financial Planning & Analysis from 2015 to 2018.

Prior to joining Laureate, Mr.

Buskirk was a CPA with Ernst & Young LLP, and an investment banker with Deutsche Bank, and worked for multiple global brands, including Vodafone, NII Holdings, Inc.

(formerly Nextel International) and Sprint/Nextel in a range of financial, strategy and operations positions.

Buskirk earned a B.S.

in accounting from the University of Maryland and a dual M.B.A.

from Columbia University and London Business School.

Marcelo Barbalho Cardoso has served as our Executive Vice President and Chief Operating Officer since June 2021 and as our Chief Executive Officer of Laureate Brazil from 2019 to June 2021.

Cardoso has been with Laureate since 2011, holding several leadership positions across our Brazil operations including Global Chief Transformation Officer during 2019, Chief Operating Officer of Laureate Brazil from 2017 to 2018, and Vice President of Operations and President of FMU from 2013 to 2017.

Prior to joining Laureate, Mr.

Cardoso served as Latin America Vice President, Business Ops & CFO for Dell EMC Computer Systems and held senior leadership positions at Johnson Controls.

Cardoso earned an undergraduate degree in chemical engineering from Universidade Estadual de Campinas (Brazil) and an MBA in management from the University of Michigan.

Grace has served as our Chief Human Resources Officer since May 2018.

13 unchanged sentences

offices of Sidley Austin LLP and Akin Gump Strauss Hauer & Feld LLP.

He also has taught as an adjunct professor at the George Washington University Law School and has served on

multiple non-profit boards in the United States and across Latin America.

He also has taught as an adjunct professor at the George Washington University Law School and has served on multiple non-profit boards in the United States and across Latin America.

Sinkfield earned a B.S.F.S.

1 unchanged sentence

from Harvard Law School.

During the past ten years, none of Laureate or its executive officers has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Except as described below, during the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our executive officers and (iii) none of our executive officers was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.

2 unchanged sentences

Bankruptcy Code.

With the exception of Mr.

Charhon, who holds French citizenship and is a permanent resident of the United States, all of the executive officers listed above are U.S.

Executive Compensation

48 unchanged sentences

2.13# Settlement, Release and Discharge Agreement, dated as of October 29, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A., José Janguiê Bezerra Diniz and certain of his family members

10-K 001-38002 2.13 02/25/2021

Exhibit Description Form File Number Exhibit

2.14# Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., VC Network Educação S.A., and, solely for the purposes of certain provisions thereof, the controlling shareholders of Ânima Holding S.A.

10-K 001-38002 2.14 02/25/2021

2.15# Waiver and Amendment to Membership Interest Purchase Agreement by and between Adtalem Global Education Inc.

and Laureate Education, Inc., dated as of July 21, 2021

8-K 001-38002 2.1 07/27/2021

2.16# Amendment dated August 10, 2021 to Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc.

and Adtalem Global Education Inc.

10-Q 001-38002 2.2 11/04/2021

3.1 Amended and Restated Certificate of Incorporation

4 unchanged sentences

8-K 001-38002 3.1 07/20/2018

4.1 Description of Capital Stock of Laureate Education, Inc.

10-K 001-38002 4.1 02/27/2020

4.2 Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025

8-K 001-38002 4.3 04/27/2017

4.3 Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)

3.4 Certificate of Retirement of Class A Common Stock and Class B Common Stock

8-K 001-38002 3.1 12/17/2021

4.1* Description of Capital Stock of Laureate Education, Inc.

10.1† 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc.

36 unchanged sentences

8-K 001-38002 10.1 02/06/2017

Exhibit Description Form File Number Exhibit

10.16* Amendment No.

1 dated October 28, 2021 to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen Alberta, Limited Partnership, Laureate Education, Inc.

and the other parties thereto

10.17 Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc.

4 unchanged sentences

10-K 001-38002 10.76 03/29/2017

Exhibit Description Form File Number Exhibit

10.19 Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc.

10 unchanged sentences

10-Q 001-38002 10.85 05/11/2017

10.21 Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc.

from time to time, and Citibank, N.A., as collateral agent

10.22 Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent

8-K 001-38002 10.1 10/11/2019

10.23 First Amendment to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc.

and Citibank, N.A., as administrative agent

10-Q 001-38002 10.57 11/05/2020

2 unchanged sentences

8-K 001-38002 10.1 06/20/2017

10.23† Amended and Restated 2013 Long‑Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017

10-Q 001-38002 10.51 08/08/2017

10.25† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017

2 unchanged sentences

10-Q 001-38002 10.53 08/08/2017

10.26† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017

10-Q 001-38002 10.54 08/08/2017

10.27† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017

10-Q 001-38002 10.55 08/08/2017

10.27† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives

2 unchanged sentences

10-Q 001-38002 10.57 08/08/2017

10.30† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives

10-Q 001-38002 10.58 08/08/2017

10.31† Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc.

and Victoria Silbey

10-Q 001-38002 10.61 11/08/2017

10.32† Form of Stock Option Agreement with exercise price of $21.00 for certain executives

10-Q 001-38002 10.65 11/08/2017

10.29*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2018 Grants

10.30*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2019 Grants

10.31*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2020 Grants

10.32*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2021-2022 Grants for Certain Executives

10.33*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreements for 2019-2020 Grants

10.34*† Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2021-2022 Grants

Exhibit Description Form File Number Exhibit

10.35*† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors

10.36† Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc.

1 unchanged sentence

10-K 001-38002 10.67 03/20/2018

10.34† Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.

10-K 001-38002 10.68 03/20/2018

10.37† Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.

10-Q 001-38002 10.72 08/09/2018

10.36† Form of 2019 Annual Incentive Plan

10-Q 001-38002 10.62 08/08/2019

10.38† Form of Director Indemnity Agreement

10-Q 001-38002 10.64 08/08/2019

10.38# Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent

8-K 001-38002 10.1 10/11/2019

Exhibit Description Form File Number Exhibit

10.39†◊ Form of Retention Letter for Certain Corporate Executives

2 unchanged sentences

10-Q 001-38002 10.54 05/07/2020

10.41† Form of Named Executive Officer Temporary Salary Reduction Letter

10-Q 001-38002 10.55 05/07/2020

10.42† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors for 2020

10-Q 001-38002 10.56 08/06/2020

10.43 First Amendment to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc.

and Citibank, N.A., as administrative agent

10-Q 001-38002 10.57 11/05/2020

10.44† Form of Named Executive Officer Temporary Salary Reduction Letter Amendment

10-Q 001-38002 10.58 11/05/2020

10.45*† Employment Offer Letter, dated July 8, 2020, between Laureate Education, Inc.

10.41† Promotion Offer Letter, dated July 8, 2020, between Laureate Education, Inc.

and Richard H.

Sinkfield III

10-K 001-38002 10.45 02/25/2021

10.42†◊ Retention Letter, dated April 5, 2020, between Laureate Education, Inc.

and Richard H.

10-K 001-38002 10.46 02/25/2021

10.43*† 2021 Annual Incentive Plan for Certain Executives

10.44*† Promotion Offer Letter, dated March 16, 2021, between Laureate Education, Inc.

and Richard M.

10.45*†◊ Retention Letter, dated April 28, 2020, between Laureate Education, Inc.

and Richard M.

10.46*† Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc.

and Marcelo Barbalho Cardoso

21.1* List of Subsidiaries of the Registrant

11 unchanged sentences

* Filed herewith.

# Laureate Education, Inc.

hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S.

Securities and Exchange Commission upon request.

# The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

† Indicates a management contract or compensatory plan or arrangement.

◊ Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) would be competitively harmful if publicly disclosed.

◊ Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) is the type that the Company treats as private or confidential.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

3 unchanged sentences

Laureate Education, Inc.

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

/s/ RICHARD M.

Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

Eilif Serck-Hanssen (Principal Executive Officer)

/s/ JEAN-JACQUES CHARHON Executive Vice President and Chief Financial Officer February 25, 2021

Jean-Jacques Charhon (Principal Financial Officer)

/s/ TAL DARMON Chief Accounting Officer, Senior Vice President and Global Corporate Controller (Principal Accounting Officer) February 25, 2021

/s/ RICHARD M.

BUSKIRK Senior Vice President and Chief Financial Officer February 24, 2022

Buskirk (Principal Financial Officer)

/s/ GERARD M.

KNAUER Vice President, Accounting and Global Controller February 24, 2022

Knauer (Principal Accounting Officer)

/s/ KENNETH W.

12 unchanged sentences

SNOW Director February 24, 2022

/s/ STEVEN M.

TASLITZ Director February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures