LAUR Laureate Education, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Laureate Education, Inc. 2026 Long-Term Incentive Plan

Laureate Education, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026 at which the Company’s stockholders approved the Laureate Education, Inc. 2026 Long-Term Incentive Plan (the “Plan”). The Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to directors, officers, employees, consultants and advisors of the Company and its affiliates incentive compensation, including incentive compensation measured by reference to the value of shares of the Company’s common stock. The material terms of the Plan are described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”) under the heading “ Proposal 4: Approval of Laureate Education, Inc. 2026 Long-Term Incentive Plan ”, which description is incorporated herein by reference. The descriptions of the Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 21, 2026. At the Annual Meeting, the stockholders voted on the items listed below:

Proposal 1: Election of Directors

Elected nine (9) directors, each of whom shall hold office for a term of one year, expiring at the Company’s 2027 Annual Meeting of Stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The vote was as follows:

Name of Nominee

FOR

WITHHELD

Andrew B. Cohen

103,689,693

27,148,347

Julian Coulter

130,338,623

499,417

William J. Davis

130,268,558

569,482

Pedro del Corro

130,258,914

579,126

Aristides de Macedo

130,313,950

524,090

Barbara Mair

130,447,260

390,780

George Muñoz

127,544,741

3,293,299

Eilif Serck-Hanssen

130,123,809

714,231

Ian K. Snow

98,386,712

32,451,328

Broker Non-Votes: 2,569,173 for each director

Proposal 2: Non-binding Advisory Vote on Executive Compensation

Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the Company’s Proxy Statement for the Annual Meeting. The vote was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

123,923,828

5,954,593

959,619

2,569,173

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Proposal 3: For Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

131,970,921

1,394,455

41,837

0

Proposal 4: Approval of the Laureate Education, Inc. Long-Term Incentive Plan

Approved the Laureate Education, Inc. Long-Term Incentive Plan. The vote was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

122,859,974

7,052,457

925,609

2,569,173

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Laureate Education, Inc. Long-Term Incentive Plan filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on May 21, 2026 .

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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