Laureate Education (LAUR) investors approve 2026 incentive plan and back board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Laureate Education, Inc. reported results of its May 21, 2026 Annual Meeting of Stockholders. Shareholders approved the 2026 Long-Term Incentive Plan, which allows the board’s compensation committee to grant equity-based awards and other incentive compensation to directors, executives, employees, consultants and advisors.

Shareholders elected nine directors to one-year terms, with most nominees receiving over 127 million votes in favor. The non-binding advisory vote on executive pay passed with 123,923,828 votes for and 5,954,593 against. Investors also ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026 with 131,970,921 votes for.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay FOR votes: 123,923,828 votes Say-on-pay AGAINST votes: 5,954,593 votes LTIP FOR votes: 122,859,974 votes +4 more

7 metrics

Say-on-pay FOR votes 123,923,828 votes Non-binding advisory vote on executive compensation at 2026 annual meeting

Say-on-pay AGAINST votes 5,954,593 votes Non-binding advisory vote on executive compensation

LTIP FOR votes 122,859,974 votes Approval of Laureate Education, Inc. 2026 Long-Term Incentive Plan

LTIP AGAINST votes 7,052,457 votes Approval of Laureate Education, Inc. 2026 Long-Term Incentive Plan

Auditor ratification FOR votes 131,970,921 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Ian K. Snow FOR votes 98,386,712 votes Election of director Ian K. Snow at 2026 annual meeting

Broker non-votes on LTIP 2,569,173 votes Proposal 4: 2026 Long-Term Incentive Plan

Key Terms

Long-Term Incentive Plan, non-binding, advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Long-Term Incentive Plan financial

"stockholders approved the Laureate Education, Inc. 2026 Long-Term Incentive Plan (the “Plan”)."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

non-binding, advisory basis regulatory

"Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm regulatory

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes regulatory

"BROKER NON-VOTES 123,923,828 | 5,954,593 | 959,619 | 2,569,173"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Compensation Discussion and Analysis financial

"as described in the Compensation Discussion and Analysis and the accompanying tables in the Company’s Proxy Statement"

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Understanding 8-K Material Events →

05/27/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 27, 2026 (May 21, 2026)

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38002

52-1492296

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

PMB 1158, 1000 Brickell Ave, Suite 715

Miami, FL 33131

(Address of principal executive offices, including zip code)

786-209-3368

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.004 per share	LAUR	The NASDAQ Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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

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

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

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

Proposal 1: Election of Directors

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


Name of Nominee	FOR	WITHHELD
Andrew B. Cohen	103,689,693	27,148,347
Julian Coulter	130,338,623	499,417
William J. Davis	130,268,558	569,482
Pedro del Corro	130,258,914	579,126
Aristides de Macedo	130,313,950	524,090
Barbara Mair	130,447,260	390,780
George Muñoz	127,544,741	3,293,299
Eilif Serck-Hanssen	130,123,809	714,231
Ian K. Snow	98,386,712	32,451,328

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

Proposal 2: Non-binding Advisory Vote on Executive Compensation

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
123,923,828	5,954,593	959,619	2,569,173

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

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
131,970,921	1,394,455	41,837	0

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

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
122,859,974	7,052,457	925,609	2,569,173

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
99.1			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).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			LAUREATE EDUCATION, INC.


			By:			/s/ Leslie S. Brush
			Name:			Leslie S. Brush
			Title:			Senior Vice President, Chief Legal Officer and Secretary

Date: May 27, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Laureate Education (LAUR) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Long-Term Incentive Plan, re-elected nine directors, endorsed executive compensation on a non-binding basis, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, reflecting broad support for current governance and compensation structures.

How did Laureate Education (LAUR) shareholders vote on the 2026 Long-Term Incentive Plan?

The 2026 Long-Term Incentive Plan was approved with 122,859,974 votes for, 7,052,457 against, and 925,609 abstentions, plus 2,569,173 broker non-votes. This vote authorizes continued use of equity and incentive awards for directors, executives, employees, consultants and advisors across Laureate and its affiliates.

What were the results of Laureate Education (LAUR) say-on-pay vote in 2026?

Shareholders approved executive compensation on a non-binding advisory basis with 123,923,828 votes for, 5,954,593 against, and 959,619 abstentions, alongside 2,569,173 broker non-votes. This indicates shareholder backing for Laureate’s named executive officer pay as described in the Compensation Discussion and Analysis.

Which directors were elected at Laureate Education’s 2026 annual meeting and how strong was support?

Nine directors, including Andrew B. Cohen, Julian Coulter, and Eilif Serck-Hanssen, were elected to one-year terms. Most nominees received over 127 million votes for, though Ian K. Snow received 98,386,712 for and 32,451,328 withheld, showing comparatively lower but still sufficient support.

Who is Laureate Education’s independent auditor for fiscal 2026 and how did shareholders vote?

PricewaterhouseCoopers LLP was ratified as Laureate Education’s independent registered public accounting firm for the fiscal year ending December 31, 2026, receiving 131,970,921 votes for, 1,394,455 against, and 41,837 abstentions, with no broker non-votes reported on this proposal.

What does Laureate Education’s 2026 Long-Term Incentive Plan allow the company to do?

The 2026 Long-Term Incentive Plan authorizes Laureate’s compensation committee to grant incentive awards, including those tied to the value of common stock, to directors, officers, employees, consultants and advisors of the company and its affiliates, supporting performance-based and equity-linked compensation programs.

Filing Exhibits & Attachments

3 documents