PMB 1158, 1000 Brickell Ave, Suite 715

          Miami, Florida 33131

April 19, 2024

Dear Stockholder,

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Laureate Education, Inc. (“Laureate”) to be held on Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time. Our virtual meeting format is designed to increase stockholder access and participation, save Laureate and our stockholders time and money, and provide our stockholders with the rights and opportunities to participate in the virtual meeting similar to what they would have at an in-person meeting. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LAUR2024.

The attached Notice of 2024 Annual Meeting and proxy statement describe the business that we will conduct at the 2024 Annual Meeting webcast and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the meeting will be held to:

Please carefully read each of the proposals in the accompanying proxy statement before you vote.

Your vote is extremely important regardless of the number of shares you own. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented. You can vote your shares by telephone, electronically via the Internet or by completing and returning a proxy card or vote instruction form, if you have received one.

Thank you for your continued interest in Laureate.

Sincerely,

Kenneth W. Freeman

Chairman of the Board of Directors

The proxy statement is dated April 19, 2024 and is first being made available to stockholders on or about April 19, 2024.

Notice of 2024 Annual Meeting

of Stockholders

Items of Business

Proposal

Stockholders will also transact any other business that properly comes before the 2024 Annual Meeting and any adjournment.

Voting Methods

Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible to make sure that your shares are represented.

INTERNET www.proxyvote.com		TELEPHONE 1-800-690-6903		MAIL Complete, sign, date and return your proxy card (if you received one) in the envelope provided.		ONLINE AT ANNUAL MEETING www.virtualshareholder meeting.com/LAUR2024

A list of the holders of record of our common stock will be available at the 2024 Annual Meeting webcast and, during the 10 days prior to the 2024 Annual Meeting webcast, at the offices of our corporate headquarters located at 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.

BY ORDER OF THE BOARD OF DIRECTORS:

Leslie S. Brush

Senior Vice President, Chief Legal Officer and Secretary

April 19, 2024

Table of Contents

Proxy Statement Summary

2024 Annual Meeting of Stockholders

How to Vote Your Shares

INTERNET www.proxyvote.com		TELEPHONE 1-800-690-6903		MAIL Complete, sign, date and return your proxy card (if you received one) in the envelope provided.		ONLINE AT ANNUAL MEETING www.virtualshareholder meeting.com/LAUR2024

Voting Overview

Board Nominees

This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all of the information that you should consider before voting. Please review the complete Proxy Statement and Laureate’s Annual Report on Form 10-K for additional information.

2024 Proxy Statement 1

Proposal 1:

Election of Directors

At the 2024 Annual Meeting, our stockholders will be asked to elect the ten Director nominees named herein for a one-year term expiring at the next annual meeting of stockholders. Subject to the Wengen Securityholders Agreement (as defined below), each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal.

Recommendation of our Board of Directors

Our Board of Directors recommends voting “FOR” the election of each of the Director nominees named herein as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2025 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.

As of the date of the 2024 Annual Meeting, two of our directors will be designated pursuant to the provisions of the Wengen Securityholders Agreement (as defined below). See “— Corporate Governance — Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement.” Subject to the provisions of the Wengen Securityholders Agreement, our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

Nominees for Election to the Board of Directors

Our Board of Directors has nominated ten persons to stand for election at the 2024 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2023 Annual Meeting, except for William J. Davis, who is a new Director nominee.

The Nominating and Governance Committee has recommended the ten nominees for nomination by the Board of Directors after an evaluation of the size and composition of the Board and a review of each member’s skills, experience, and independence. Our Board of Directors believes that each of the nominees brings strong skills, background, experience and expertise to the boardroom, giving the Board as a group the appropriate balance of skills needed to exercise its oversight responsibilities and composition that aligns with our long-term strategy. The Board further believes that diversity with respect to gender, race and ethnicity, background, professional experiences and perspectives are important elements in the Board selection process. Our Board also recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives.

We believe that we have an effective process in place for seeking out, evaluating and recommending potential candidates for election to the Board. The Board recognizes the importance of evaluating Board refreshment within the context of our overall business strategy and current operations. The Nominating and Governance Committee regularly considers the size and composition of the Board by considering the diversity, background, experience, and tenure of our Board members. Discussions were held throughout the year covering Director tenure and the skill sets represented by the current Directors and in consideration of the need to add new members with unique expertise and experiences that the Nominating and Governance Committee and the Board believe will benefit the Company and the Board as a whole.

Through this process, the Nominating and Governance Committee, with the assistance of an independent third-party search firm, has determined to recommend, and the Board to nominate, William J. Davis for election as a Director at the 2024 Annual Meeting. Mr. Davis will be our third new director elected since 2022.

2 Laureate Education, Inc.

Mr. Davis is a seasoned executive leader with skilled experience in strategic planning, finance, transformations, enterprise systems, mergers and acquisitions, and complex corporate transactions. Mr. Davis will provide our Board with extensive knowledge in the areas of education technology, enterprise solutions, digital transformation and both business-to-business and business-to-customer environments. Mr. Davis also will bring to our Board further financial expertise and public company, corporate governance and audit committee experience. His experience in these areas will provide invaluable insight and add strong leadership capabilities and skills to our Board.

By nominating Mr. Davis, the Board of Directors intends to increase the size of the Board of Directors from nine to ten.

The names of the nominees for election to the Board of Directors and certain information about such nominees are set forth below. All Directors nominated are independent except for Mr. Serck-Hanssen. For information concerning the number of shares of common stock beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

2024 Proxy Statement 3

4 Laureate Education, Inc.

2024 Proxy Statement 5

Corporate Governance

Directors Designated by Certain of the Wengen Investors under the Wengen Securityholders Agreement

Our Board of Directors currently consists of nine persons, two of whom are designated pursuant to the amended and restated securityholders agreement, dated February 6, 2017 and as amended on October 28, 2021 (the “Wengen Securityholders Agreement”), among the Company, Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Wengen”), and certain other parties thereto. Under the Wengen Securityholders Agreement, Cohen Private Ventures, LLC (“CPV”) is entitled to designate one of our directors so long as it owns at least 8,035,713 shares held through or acquired from Wengen. Mr. Cohen currently serves as the CPV-designated director. Pursuant to the Wengen Securityholders Agreement, in the event that CPV ceases to own its minimum number of shares, the selected director designee shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors.

6 Laureate Education, Inc.

Additionally, the Wengen Securityholders Agreement provides that for so long as CPV holds at least 8,035,713 shares of Company common stock, CPV has the right to nominate one additional director who is currently Mr. Snow. In the event that CPV ceases to be the beneficial owner of at least 8,035,713 shares of the Company’s common stock, then the additional director must offer his resignation as a director to the Company’s Board of Directors, and CPV thereafter will no longer be entitled to designate an additional director.

Director Independence

Pursuant to our Corporate Governance Guidelines, our Board of Directors evaluated the independence of all Directors and our new Director nominee based on the Nasdaq definition of independence. The Nasdaq rules require that determinations regarding the independence of directors are made by the boards of directors of listed companies. The Nasdaq rules characterize an independent director as a director who is not an executive officer or employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. The Nasdaq rules also contain certain categorical standards that serve as prohibitions against directors with certain specified relationships being considered independent.

After careful review of the information provided by each director and nominee whose independence was being evaluated, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors affirmatively determined that all of the Director nominees are independent under Nasdaq rules for purposes of serving as a Director, except for Mr. Serck-Hanssen, our President and Chief Executive Officer.

Board Composition and Diversity

Except with respect to the directors designated pursuant to the Wengen Securityholders Agreement, as documented in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee takes into account a candidate’s experience, integrity, expertise, diversity, independence, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties in evaluating candidates who may be able to contribute to the Board as a whole — all in the context of an assessment of the perceived needs of the Board at that point in time. While the Company does not have a stand-alone diversity policy in place, and the Board does not make any particular weighting of diversity or any other characteristic when evaluating director nominees, the Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. As of our record date, 33% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors embody a diverse range of viewpoints, professional experiences, skills and backgrounds, in addition to high standards of personal and professional ethics and valuable knowledge of our business and our industry.

2024 Proxy Statement 7

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605.

Board Diversity Matrix (as of April 2, 2024)

Board Diversity

Total Number of Directors

9

Gender

Female

Male

Non- Binary

Did Not Disclose Gender

Directors

2

7

–

–

Demographic Background

African American or Black

–

–

–

–

Alaskan Native or Native American

–

–

–

–

Asian

–

–

–

–

Hispanic or Latinx

1

–

–

Native Hawaiian or Pacific Islander

–

–

–

–

White

1

6

–

–

Two or More Races or Ethnicities

1

–

–

–

LGBTQ+

–

Did not Disclose Demographic Background

–

Board Leadership Structure

Our Board of Directors currently is led by an independent director, Kenneth W. Freeman, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. This flexibility allows our Board to decide, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the stockholders, whether the two roles should be combined or separated. Our Board separated the roles of Chairman and Chief Executive Officer (“CEO”) in 2018. Our Board of Directors believes that this leadership structure, as shown below, effectively allocates authority, responsibility and oversight between management and members of our Board of Directors and that our stockholders are best served with this structure in place.

8 Laureate Education, Inc.

Board Attendance

During 2023, our Board of Directors held seven meetings and its committees collectively held 22 meetings. All of our Directors attended at least 75% of Board and applicable committee meetings in 2023. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2023 annual meeting of stockholders.

Board Committees

To support effective corporate governance, our Board of Directors delegates certain responsibilities to its committees, who report on their activities to the Board. Our Board has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Education Committee. The current members and chairs of our committees, the number of meetings held in 2023 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.

Each committee has a charter setting forth its roles and responsibilities. Those charters can be found on our website at http://investors.laureate.net under “Leadership & Governance.”

C – Chair    M – Member    * Audit committee financial expert

Audit and Risk Committee Key Responsibilities:

2024 Proxy Statement 9

The Board of Directors has determined that each member of the Audit and Risk Committee has sufficient knowledge in financial and auditing matters under Nasdaq rules and that each of Mr. Muñoz and Mr. Davis is an “audit committee financial expert” as defined by the SEC.

Compensation Committee Key Responsibilities:

Nominating and Corporate Governance Committee Key Responsibilities:

Education Committee Key Responsibilities

10 Laureate Education, Inc.

Code of Conduct and Ethics

We have adopted a code of conduct and ethics (the “Code of Conduct”) that applies to all of our employees, directors, officers, and full- and part-time employees and faculty. Our Code of Conduct and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, whistleblowing responsibilities and protections, anti-bribery and corruption controls, privacy, data security, and sanctions and trade control laws. We perform ongoing training and awareness activities to ensure these policies and requirements are well understood across the organization. This includes mandatory ethics and compliance training and certifications for all employees and onboarding sessions held with new hires.

We encourage our employees, faculty members, students and others to ask questions or raise concerns related to our Code of Conduct, potential violations or other ethics or compliance issues. We have a zero tolerance, non-retaliation policy. Our 24-hour reporting hotline is administered through a third-party to offer anonymity to anyone reporting such issues. Information about our whistleblower policy and practices are included in the Code of Conduct. All reports, which are reviewed by the Audit and Risk Committee each quarter, are investigated promptly, thoroughly and fairly, and appropriate action is taken whenever necessary.

The Code of Conduct is available on our website at http://investors.laureate.net under “Leadership & Governance.” If we ever were to amend or waive any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, under applicable SEC rules with respect to any such waiver or amendment by posting such information on our website at http://investors.laureate.net rather than by filing a Current Report on Form 8-K.

Board and Committee Oversight of Risk Management

We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing the most significant risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks in order to support the achievement of growth and business objectives within acceptable risk levels. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and CEO and other members of our executive leadership team having responsibility for assessing and managing the Company’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its responsibilities and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board and its committees to discuss risk management and mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls. We believe the division of risk management responsibilities described below provides an appropriate framework for evaluating and addressing the risks facing us and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management.

2024 Proxy Statement 11

Board
• Significant risks • Risks not overseen by specific committees
Audit and Risk Committee		Compensation Committee		Nominating and Corporate Governance Committee		Education Committee
•  Risk-related processes and assessments related to major financial and enterprise risk exposures including strategic, operational, legal, regulatory and cybersecurity risks   •  Financial, internal controls and other accounting and reporting risks   •  Compliance and legal risks		•  Executive compensation programs and policies		•  Corporate governance principles   •  Environmental, social and governance activities		•  Accreditation, academic quality, student experience and outcomes, and faculty development
		•  Executive leadership and senior management interaction •  Annual enterprise risk management assessment and quarterly risk management updates
Executive Leadership and Senior Management

While our Board of Directors and its committees oversee key risk areas, the Company’s executive leadership team is responsible for assessing and managing the Company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies.

We have developed a consistent, systemic and integrated approach to risk management, including the enterprise risk management program, to help determine how best to identify, manage and mitigate significant risks throughout the Company. Management undertakes a regular review of a broad set of risks across our business and operations to identify, assess, manage and monitor existing and emerging threats and opportunities, taking into account short-term, intermediate-term and long-term risks and how fast risks may affect the Company. Members of senior management are assigned to key risks to ensure that adequate risk response plans are in place and executed to proactively manage such risks. Management regularly reports to our Board of Directors and its committees on a variety of risks, including strategic, operational, financial, legal, regulatory and cybersecurity risks, and the efforts of management to address and mitigate such risks.

Cybersecurity and Information Security Oversight

Cybersecurity is an integral part of risk management at Laureate. Our Board has established oversight mechanisms to ensure effective governance in managing cybersecurity risks because we recognize the significance of these threats to our operational integrity and stakeholder confidence. We have implemented processes for overseeing, identifying and managing material risks from cybersecurity threats and have integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. In connection with its oversight of assessment and risk management, the Audit and Risk Committee meets with our Chief Operating Officer (“COO”) and Chief Information Security Officer (“CISO”) on a quarterly basis to review cybersecurity and information security risk management and implications, and our COO and CISO present cybersecurity matters to the Board at least annually.

Systems and process monitoring are essential components of our cybersecurity risk management and information security programs. We utilize industry standard tools and procedures to monitor the information security of systems, networks and information assets, regardless of geographic location, and have implemented key policies and procedures, including but not limited to cybersecurity threat detection and analysis, a framework for materiality determination and a reporting-up process to assist in a disclosure of a material event, if required. In addition, we have defined key roles and responsibilities within our organization to handle material cybersecurity incidents. We have implemented security programs, such as mandatory cybersecurity awareness training for all our employees, simulated phishing emails and tabletop exercises, that are strategically designed and continuously updated to address evolving cybersecurity threats and latest industry trends. These programs, which are held multiple times a year, allow our employees to both identify and address material cybersecurity incidents, utilizing our comprehensive incident response plan.

12 Laureate Education, Inc.

Succession Planning

One of the most important duties of our Board is to ensure continuity in our senior leadership by overseeing the retention and development of executive talent and planning for the effective succession of our CEO and the executive leadership team. To ensure that the succession planning and leadership development process supports and enhances our long-term strategic objectives, the Board consults at least annually with our CEO and Senior Vice President, People and Culture on the skills and experience necessary to help achieve our business goals, our organizational needs, our leadership pipeline, the succession plans for critical leadership positions, and our talent development and leadership initiatives. Talent and leadership development, including succession planning, is a top priority of our CEO and the senior executive team. Our CEO seeks input from members of our Board regarding candidates for executive positions and other key roles.

Commitment to Impact

We have a proud history as a purpose and impact-driven company. From being the first Public Benefit Corporation in the world to list on any stock exchange, to being the first multinational company to certify all its subsidiaries as B Corporations. A central belief throughout our history is that the more focused we are on generating market-leading outcomes for students, the better the business performs.

We remain sharply focused on understanding the impact of the student experience – from pre-enrollment through to post-graduation. Our impact is most clearly observed in graduation rates, employability upon graduation, and the overall student experience. This is consistent with the belief upon which Laureate was founded – ‘When our students succeed, countries prosper and society benefits.’

Our mission has consistently focused on expanding access to quality higher education. Central to our ongoing Environmental, Social and Governance (“ESG”) impact strategy is ensuring operations deliver on the promise of both access and quality. As with all companies, our ESG reporting practices continue to evolve, and we are proactively taking steps to prepare for future reporting requirements.

We are committed to operating with the highest ethical standards, promoting strong student outcomes, ensuring transparency when communicating with all stakeholders, and sustaining an unwavering determination to create a positive social impact and deliver on what is promised.

Across Laureate, the measurement and reporting of impact, along with associated risk management, is coordinated across a matrix of governance structures, overseen by our Board of Directors and Executive Leadership Team, including the President and CEO.

Our Board’s Nominating and Corporate Governance Committee has formal responsibility and oversight for our ESG strategy, initiatives, policies, practices, and reporting, including those addressing corporate social responsibility, our public benefit corporation obligations and environmental sustainability. Our Board’s Education Committee is responsible for our education strategy, offerings, policies, and procedures, aligned with our mission to provide access to quality education for our students.

Key structures that ensure comprehensive and consistent oversight, transparency, and leadership of Laureate’s impact include several management committees. Our ESG Committee focuses on the operational coordination of ESG priorities across the company, country, and institutional levels, including sharing best practices and aligning in measurement and reporting. The Academic Quality Committee is dedicated to identifying and monitoring academic outcomes, managing regulatory and accreditation obligations, and fostering collaboration across institutions. Lastly, our Ethics and Compliance Committee is committed to monitoring insights from reports, managing risks, overseeing mandatory training and education, reviewing policies, and strengthening accountability throughout the Company.

We have demonstrated a commitment to creating a positive impact across the communities in which we serve since being founded 25 years ago. Today, we have a robust ESG oversight structure and since 2014 have published an annual summary of our impact. As of 2022, these reports align with the United Nations Sustainable Development Goals (SDGs), honoring our shared responsibility in creating a sustainable and equitable future.

You can read about more about Laureate’s impact and ESG highlights from 2023 at laureate.net/impact. Information contained on our website is not incorporated by reference herein and is not a part of this Proxy Statement.

2024 Proxy Statement 13

Delinquent Section 16(a) Reports

Based on a review of reports filed with the SEC by our directors, executive officers and beneficial owners of more than 10% of our common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe, except as otherwise noted below, that each director, executive officer and beneficial owner of more than 10% of our common stock has filed timely reports under Section 16(a) of the Exchange Act during 2023. Mr. del Corro filed a late Form 4 reporting (i) two transactions in 2021 with respect to the conversion of Class B Common Stock held indirectly through Wengen into Common Stock, (ii) four transactions in 2023 involving the sale of shares held indirectly through Wengen, and (iii) three transactions in 2024 involving the direct and indirect sale of shares of Common Stock to the Company.

14 Laureate Education, Inc.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our compensation philosophy, objectives, material elements of compensation, and the factors and process used in making compensation decisions with respect to our fiscal year 2023 named executive officers (“NEOs”) listed below.

The discussion regarding the 2023 compensation of our NEOs is divided into four sections.

Executive Summary

We delivered another year of strong operating performance in 2023. Our double-digit revenue growth and historic high operating margins were achieved by remaining focused on the strategic priorities we outlined a year ago: Growth; Digital Penetration; Operational Excellence; and Academic Excellence. Under the leadership of our NEOs, we achieved our most critical priorities for 2023, including increasing our organic growth rate, driving financial performance and expanding margins, while delivering on our commitment to academic quality and successful student outcomes.

In 2023, new enrollments increased 10%, and total enrollments were up 6% compared to the prior fiscal year, bringing our total enrollments in Mexico and Peru to 448,900 at year end. On a reported basis, revenue increased 19% to $1,484.3 million. Operating income for the year was $338.8 million compared to $270.0 million for 2022, due to revenue growth and productivity initiatives. Net income for the year was $107.3 million, compared to $69.0 million for 2022.

In addition to favorable financial results, our cash accretive business model and strong balance sheet enabled us to return $110 million of capital to stockholders through a special cash dividend in November 2023. Additionally, we announced a new $100 million stock buyback program in February 2024, underscoring our ongoing commitment to shareholder value creation.

We believe that our executive compensation program is straightforward, consistent, and effective. The primary focus of our compensation philosophy is to pay for performance. We believe that our programs are effectively designed, align well with the interests of our stockholders and are instrumental to achieving our business strategy and key financial objectives. Our programs also have the flexibility to incorporate feedback, changes in our operations and strategy and evolving compensation practices that are important to us and our stockholders.

We exceeded our 2023 financial goals set in our annual incentive plan program and paid out an average of 118% of target bonus to our NEOs given our strong results. We also achieved 2023 targets under our performance share unit grants and vested 100% of the 2023 tranches. For further details regarding 2023 compensation outcomes, under “— Executive Compensation Program,” see “— Annual Incentive Plan — 2023 AIP Outcomes,” and “— Long-Term Incentive Plan: Stock-Based Compensation — 2023 PSU Outcomes.”

The Compensation Committee believes that the 2023 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership.

2024 Proxy Statement 15

Compensation Governance

Highlights of Governance and Design Feature

We are committed to sound executive compensation policies and practices, as highlighted in the following table.

Pay Governance Process

The Compensation Committee is actively engaged in the compensation process to ensure appropriate compensation governance. The majority of compensation earned by our NEOs is a function of corporate financial and operational performance and individual performance against pre-established goals. Our executive officers have line of sight and considerable impact on the achievement of these goals. Our Compensation Committee, CEO and management, in consultation with the Compensation Committee’s independent compensation consultant, ensure thorough oversight regarding the amount and form of executive compensation via the following pay governance processes:

16 Laureate Education, Inc.

Independent Compensation Committee Consultant

The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant since 2019. Meridian reports directly to the Compensation Committee and does not provide any other services to the Company. Upon assessment of independence pursuant to SEC rules, the Compensation Committee concluded that no conflict of interest arose from this relationship.

In its capacity as the Compensation Committee’s independent compensation consultant, Meridian provides the Compensation Committee with advice regarding the design of our executive compensation program; provides market reviews of compensation levels for our NEOs; reviews and provides an annual assessment of the material risks associated with our compensation programs and policies; provides expert knowledge of regulatory developments and best practices relating to executive compensation and competitive pay levels; reviews and provides an assessment of recommendations regarding the compensation of the NEOs (including our Chief Executive Officer); and regularly attends and actively participates in meetings of the Compensation Committee, including executive sessions.

Consideration of Non-Binding Advisory Stockholder Vote on Compensation

In making executive compensation determinations, the Compensation Committee also considers the results of the non-binding, advisory stockholder votes on our executive compensation program. Our stockholders approved our executive compensation program with 95.2% of votes cast for the say-on-pay proposal in our 2023 Proxy Statement. The Compensation Committee is mindful of our stockholders’ endorsement of the Compensation Committee’s past decisions and policies and has maintained its general approach to executive compensation for decisions made to date. The Compensation Committee will continue to consider the results from this year’s and future advisory stockholder votes regarding our executive compensation program.

Executive Compensation Program

Compensation Philosophy, Strategy and Principles

We design motivational incentives for our leaders to align their interests with three main priorities that are also important to our investors:

We use a diverse set of equity and cash incentives realizable upon achievement against performance targets. Each incentive is selected to encourage the right behaviors and results for our success in the near- and long-term. Additionally, our program provides our Compensation Committee the flexibility to reward individual performance not reflected in pre-established performance goals, including to reward contributions to special Company initiatives and expanded responsibilities. Moreover, our program discourages our executives from taking excessive risk and encourages them to model, in an ethical way, our values, culture and mission, which is to expand access to quality higher education to make the world a better place.

The following four guiding principles further shape our executive compensation program:

2024 Proxy Statement 17

NEO Pay

Target compensation levels for our executive officers are not dictated by any specific percentile of the market. Rather, the Compensation Committee considers such data in addition to the following factors to establish target pay levels:

Executive Compensation Pay Components

Fixed vs. Variable Pay

Our executive compensation program is predominantly composed of three main components: base salary, an annual incentive plan and a long-term equity incentive plan. To ensure alignment with our pay for performance philosophy, we focus our executive compensation program on variable pay while also providing competitive fixed base salaries to promote both short-term and long-term retention and performance.

Pay Mix

The charts below show the Annual Target Compensation for our CEO and Average Annual Target Compensation for other NEOs (excluding our CEO) at year end 2023.

Base Salary

The base salary of our NEOs is intended to provide a competitive fixed element of income to reward responsibility, experience, skills and competencies relative to the market, while effectively managing our overall fixed expenses. Annual salary increases, if any, are reviewed by the Compensation Committee based on performance from the prior year and market data.

On at least an annual basis, the Compensation Committee evaluates whether each NEO’s salary is keeping pace with inflation and market conditions and adequately reflects the NEO’s overall contributions to the Company.

In February 2023, the Compensation Committee reviewed the base salary of each of our NEOs and determined to (i) maintain the base salary of Mr. Serck-Hanssen (representing the fifth year of no salary increase for Mr. Serck-Hanssen) in light of our company profile and size and a market review of compensation levels, and (ii) to increase the base salary of the other NEOs as follows: Mr. Buskirk – 11.24%, Mr. Cardoso – 10.00% and Mr. Sinkfield – 2.29%, taking into account a market review of compensation levels and regional inflation considerations.

18 Laureate Education, Inc.

Annual Incentive Plan

Our annual incentive plan (“AIP”) is intended to recognize measures of overall company performance and profitability. The individual and organizational targets are designed to be challenging, but attainable.

The AIP Target Amount for each NEO is based on a percentage of base salary. The actual AIP payment depends on both organizational and individual performance and is calculated using the following formula:

The organizational multiplier for executives with corporate responsibility is based on Laureate’s overall business results. The organizational multiplier for executives with regional responsibility is generally based on their regional results.

The four selected metrics used to determine the organizational multiplier for the AIP, as defined in the table below, focus executives on the financial sustainability of the organization: Adjusted Financing EBITDA, Revenues, New Enrollment (an education industry metric) and Unlevered Free Cash Flow.

The Compensation Committee believes that Adjusted Financing EBITDA is an important measure in evaluating management’s success in positioning the Company for sustainable profitability, a primary goal and the reason for the heaviest weighting. Year-to-year growth in revenues indicates a strong base for future growth. New enrollment indicates that there is continued interest in our institutions and can be a leading indicator of future revenue levels. Unlevered free cash flow is an important measure of the Company’s ability to generate cash flows. Because of the Compensation Committee’s focus on growth components, the weighting of Unlevered Free Cash Flow is the lightest.

The 2023 AIP was designed so that a multiplier would be applied to the respective weight of each metric, which proportionally reduced or increased a participant’s award depending upon the extent to which the goal for each metric was achieved, as set forth in the table below. For performance percentages between the levels set forth in the table, the resulting payout percentage is interpolated on a linear basis.

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Generally, our overall incentive awards are capped at 200% of target; however, the Compensation Committee has discretion to adjust such caps based on individual performance for the year. Considerations affecting evaluation of individual performance involve the achievement of objectives that optimize important strategies and often include nonfinancial objectives such as positive student outcomes, achieving the highest academic and operational standards and regulatory compliance, and building succession plan pipelines and high-performance cultures.

The AIP includes certain important features, such as: (i) had we achieved less than the 85% threshold of the Adjusted Financing EBITDA goal, the NEOs would receive no AIP payout, (ii) the individual performance multiplier of 20% was capped at 200% achievement, and (iii) had we achieved below the threshold percentage for any metric (besides the Adjusted Financing EBITDA goal which is a condition for any AIP award), then the portion of the AIP award dependent on such metric would be entirely deducted from an NEO’s total 2023 AIP award opportunity.

Certain Adjustments in Measuring Performance

In measuring financial performance for purposes of our incentive compensation programs, the Compensation Committee focuses on the fundamentals of the underlying business performance and adjusts for items that are not indicative of ongoing results. For example, Adjusted Financing EBITDA, Unlevered Free Cash Flow (for the corporate level metric) and Revenue measures are expressed in constant currencies (i.e., excluding the effects of foreign currency translation) because we believe that period-to-period changes in foreign exchange rates can cause our reported results to appear more or less favorable than business fundamentals indicate. The Compensation Committee’s approach to other types of adjustments is subject to pre-established guidelines, including materiality, and is designed to provide clarity and consistency as to how it views the business when evaluating performance. Charges and credits that may be excluded from Adjusted Financing EBITDA include strategic items (such as restructurings, acquisitions and divestitures) and regulatory items (such as changes in law or tax or accounting rules), and charges and credits that may be excluded from Adjusted Financing EBITDA and Unlevered Free Cash Flow include certain extraordinary and non-recurring items (such as natural disasters or social unrest). No such adjustments were made in calculating the 2023 AIP bonus results.

2023 AIP Outcomes

At the end of each fiscal year when results are available, all organizational multipliers, the individual performance multipliers of each NEO and the overall annual incentive award for each NEO are reviewed and approved by the Compensation Committee.

AIP payments reflect the Compensation Committee’s assessment of each NEO’s individual performance and our overall performance when measured against the goals established by the Compensation Committee for the 2023 AIP metrics and individual objectives.

For Messrs. Serck-Hanssen, Buskirk and Sinkfield, 2023 AIP awards were measured based on corporate level performance results. The following table contains the goal for each operational metric used to determine the organizational multiplier component of the AIP awards earned in respect of 2023 performance by the corporate NEOs.

For Mr. Cardoso, as a result of serving as Chief Operating Officer and Chief Executive Officer, Mexico during 2023, the organizational multiplier component of his 2023 AIP award was based 50% on corporate level

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performance and 50% on the performance of the Mexico business. The resulting combined organizational multiplier was 130%. The following table contains the goal for each operational metric used to determine the Mexico component of the organizational multiplier for the AIP award earned in respect of 2023 performance by Mr. Cardoso.

In determining the 2023 AIP payments, the Compensation Committee considered 2023 results with respect to each performance metric and as a percentage of the applicable goal. The Compensation Committee believes that the average of the approved individual performance multipliers of 120% and above-target 2023 payouts for the NEOs, as shown in the table below, appropriately reflect the significant achievements of outperforming key budgeted performance metrics, increasing our organic growth rate and expanding margins, while maximizing academic quality and successful student outcomes. The table below provides information relating to the 2023 target and actual AIP payments for each of the NEOs.

Long-Term Incentive Plan: Stock-Based Compensation

The Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated from time to time, the “2013 Plan”) was established for the benefit of officers, employees and certain directors of the Company and its subsidiaries, as well as for others performing consulting or advisory services for the Company. The purpose of the 2013 Plan has been to provide incentives that will attract, retain and motivate high performing officers, employees, directors and consultants by providing them with appropriate incentives to maximize stockholder value and contribute to the long-term success of the Company. We have granted long-term equity awards under the 2013 Plan consistent with the view that stock-based incentive compensation opportunities play a key role in our ability to recruit, motivate and retain qualified individuals. While our compensation packages generally include a number of different components, we believe that equity compensation is key to linking pay to performance and aligning executives with stockholders, as it encourages employees to work toward our success and aligns their interests with those of our stockholders by providing them with a means by which they can benefit from increasing the value of the Company’s stock.

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Our stock-based compensation is intended to be a significant portion of NEO compensation to create a link between executive compensation and our long-term performance, thereby creating alignment between executive and stockholder interests. The Compensation Committee believes that the best way to align compensation of our NEOs with long-term growth and profitability is to design long-term incentive compensation (“LTI”) that is, to a great degree, dependent upon Company performance.

In 2023, the Committee approved annual grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) to our NEOs. We believe that the use of both performance-based and time-based awards, as described below, creates a strong focus on executive motivation, performance and retention. The PSUs awarded in 2021 and 2022 vested in three equal annual installments over a three-year period, subject to the achievement of certain performance measures in the first and second years, with the third year of vesting subject to continued employment with the Company on the vesting date. In February 2023, the Compensation Committee approved an updated PSU design replacing the third year of time-based vesting, which had been implemented in 2021 due to the lack of visibility into longer-term performance as a result of the COVID-19 pandemic, with performance-based vesting given the Compensation Committee’s determination that Company now had more visibility into longer-term performance than it did during the pandemic.

Our NEOs received the following target LTI equity award opportunities in 2023, with PSU and RSU grants vesting over fiscal years 2023, 2024 and 2025:

For additional information on all 2023 and outstanding equity grants to the NEOs, see the “Grants of Plan-Based Awards” table and the “Outstanding Equity Awards at Fiscal Year-End” table under “2023 Executive Compensation Tables.”

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2023 PSU Outcomes

In February 2024, the Compensation Committee determined, based on 2023 financial results, that 100% vesting under the following PSUs that were granted on an annual basis to certain executives, including the NEOs, had been achieved with respect to 2023 performance. Accordingly, the 2023 tranche of the PSUs granted in 2022 and 2023 vested and were settled in shares of our common stock in March 2024. PSUs granted in 2021 provided for time-based vesting for 2023 and were not subject to performance vesting. The table below provides information relating to the achievement of PSU vesting with respect to fiscal year 2023 targets.

Additional Cash Bonuses

To recognize and reward exemplary performance providing value to the Company beyond what is recognized by the structure of the AIP and under special circumstances, our Committee Compensation may, in its discretion and often in consultation with the Board of Directors, approve additional cash awards to employees, including the NEOs. At appropriate times the Compensation Committee determines whether any such awards are deemed warranted and, if so, in what amount. In 2023, no such awards were made.

Benefits

We provide various employee benefit programs to our employee NEOs, including medical, dental, life/accidental death and dismemberment, disability insurance benefits and our 401(k) Retirement Savings Plan. These benefit programs are generally available to all of our U.S.-based full-time employees. Mr. Serck-Hanssen was provided with individual supplemental executive long-term disability coverage.

NEO Agreements and Severance Arrangements

Agreement with Mr. Serck-Hanssen

On November 8, 2023, we entered into an employment letter agreement (the “CEO Letter Agreement”) with Mr. Serck-Hanssen, our President and Chief Executive Officer, which amended and restated the terms and conditions of the previously disclosed letter agreement dated as of October 9, 2022 (the “Prior Agreement”), which itself had amended the terms of the previously disclosed corporate retention bonus program (the “Corporate Retention Program”) adopted in connection with the Company’s decision to explore strategic alternatives for each of its businesses.

The CEO Letter Agreement provides for (i) annual base salary of $850,000 (pro-rated for partial years), (ii) an annual target bonus opportunity equal to 130% of annual base salary for fiscal 2023 and continuing for each fiscal year thereafter during the employment term, (iii) in connection with entry into the CEO Letter Agreement, an equity grant with an aggregate grant date value equal to $600,000, comprised of 50% restricted stock units and 50% performance share units, subject to the same terms and conditions as the restricted stock units and performance share units granted by the Company to Mr. Serck-Hanssen in February 2023, and (iv) an annual target long term incentive equity award with a grant date value of $2,550,000 commencing with the Company’s regular annual equity grant cycle for fiscal 2024, and continuing for each subsequent fiscal year during the employment term.

Under the CEO Letter Agreement, Mr. Serck-Hanssen is eligible to receive enhanced severance benefits consistent with the amount of the enhanced severance benefits provided under the Corporate Retention Program and Prior Agreement (including accelerated vesting of outstanding equity awards) in connection with a termination by the Company without “Cause” (as defined in the Executive Severance Policy) or Mr. Serck-Hanssen’s resignation for “Modified Good Reason” (as defined below) on or prior to April 7, 2025 (the “CEO Special Severance Period”). Subject to Mr. Serck-Hanssen’s (i) execution and non-revocation of a separation and release agreement in favor of the Company and (ii) continued compliance with restrictive covenants to which he is subject

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or bound with respect to the Company, Mr. Serck-Hanssen will receive the following payments and benefits in connection with a qualifying termination:

If the Company terminates Mr. Serck-Hanssen’s employment without “Cause” or Mr. Serck-Hanssen resigns for “Modified Good Reason” after April 7, 2025, he will be eligible to receive severance benefits under and subject to the Executive Severance Policy; provided that he will also receive a CEO Pro Rata Bonus in connection with (i) a qualifying termination on or at any time during the 12-month period following a change in control or (ii) a termination by reason of death or “Disability” (as defined in the Executive Severance Policy) at any time.

Under the CEO Letter Agreement, “Modified Good Reason” was amended to mean (i) a reduction in Mr. Serck-Hanssen’s base salary, annual target bonus opportunity or annual target long term incentive equity grant date value, (ii) an adverse change to Mr. Serck-Hanssen’s title, or (iii) a relocation of Mr. Serck-Hanssen’s principal employment location to a location that is more than fifty (50) miles from such principal employment location as of the date of the CEO Letter Agreement. In addition, Mr. Serck-Hanssen will be deemed to have “Modified Good Reason” during the period commencing January 15, 2025 and ending February 25, 2025.

Agreement with Mr. Cardoso

Mr. Cardoso and the Company entered into an Independent Contractor and Consultant Agreement for Mr. Cardoso’s continuing services as Executive Vice President and Chief Operating Officer (the “Cardoso Agreement”) effective upon the Company’s sale of its Brazil business in May 2021 and Mr. Cardoso’s resulting termination of employment with the Company’s Brazil subsidiary. The Cardoso Agreement, as amended, details Mr. Cardoso’s annual cash compensation, annual target cash bonus, annual target long-term equity incentive award and severance benefits, as well as other payments to provide commensurate benefits received while an employee of the Company’s Brazilian subsidiary. Pursuant to such agreement, Mr. Cardoso currently remains eligible to receive severance benefits pursuant to the Executive Severance Policy. The Cardoso Agreement was subsequently amended to assign it to a consulting company owned by Mr. Cardoso and to reflect Mr. Cardoso’s annual compensation increases.

On September 18, 2023, the Company and Mr. Cardoso entered into a Fourth Amendment to the Cardoso Agreement pursuant to which a reduction in future severance, equal to the 2021 statutory severance amount Mr. Cardoso received in connection with the sale of the Company’s Brazil business, was eliminated.

Severance Policy

The Company’s Severance Policy for Executives (the “Executive Severance Policy”), which applies to all current NEOs, provides severance benefits in connection with a “qualifying termination,” which is defined to mean a termination of employment: (i) prior to a “change in control” by the Company other than for “cause”; and (ii) on or within the 12-month period after a “change in control” by the Company other than for “cause” or by the executive officer for “good reason.” For a detailed description of the Executive Severance Policy and a discussion of the severance benefits available to the NEOs, see “ — 2023 Executive Compensation Tables — Potential Payments upon Termination or Change in Control.”

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In 2020, in connection with the Strategic Review, previously disclosed cash retention bonuses and enhanced severance arrangements were implemented through individual retention letter agreements that the Company entered into with certain executives, including the NEOs, and by amendment to the Executive Severance Policy. In accordance with the 2020 letter agreements, such enhanced severance arrangement terminated on April 7, 2023, other than for Mr. Serck-Hanssen as explained above.

Policies and Other Considerations

Stock Ownership Guidelines

We recognize the importance of utilizing quantifiable standards to ensure that our executives’ personal financial interests are in close alignment with those of our stockholders. To that end, our Director & Executive Officer Stock Ownership and Retention Guidelines (the “Stock Ownership Guidelines”) require executives, including our NEOs, to have stock ownership levels as follows: five times annual base salary for our CEO and three times annual base salary for all other executives.

The following are considered when determining if an executive has met these guidelines:

The following are not considered:

Until such guidelines are met and as each award is exercised, vested or earned, the CEO is expected to retain 75% of net profit shares and other NEOs are expected to retain 50% of net profit shares.

Anti-Hedging and Anti-Pledging Policy

We prohibit employees, executive officers and directors from engaging in any form of hedging transaction or holding our securities in margin accounts, or pledging Laureate securities as collateral for loans.

Compensation Program Risk Considerations

In consultation with its independent compensation consultant and management, the Compensation Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees, including the NEOs. Based on its assessment in 2023, the Compensation Committee reviewed and considered our compensation plans and practices for all of our employees and do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. We utilize many design features that mitigate the possibility of encouraging excessive risk-taking behavior. Among these design features are the following:

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Clawback Policy

We adopted a clawback policy in September 2023 that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq rules. The newly adopted policy provides that the Company will seek recovery, in the event of a required accounting restatement, of erroneously awarded incentive-based compensation received by current and former executive officers, subject to limited exceptions. Additionally, our equity incentive awards contain compensation recovery/clawback provisions that authorize the cancellation and/or reduction of outstanding awards and the return of shares and/or cash paid and/or gain realized from an award, if the NEOs, other executives or employees violate confidentiality, non-competition, and non-solicitation provisions set forth in the applicable award agreement.

Tax and Accounting Implications

As part of its role, the Compensation Committee considers the tax and accounting impacts reflected in our financial statements when establishing our compensation plans. The forms of compensation it selects are intended to be cost efficient.

Additionally, the Compensation Committee considers whether the forms of compensation it selects are tax deductible compensation consistent with our philosophies of aligning pay with performance and the interests of our NEOs with those of our stockholders.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

COMPENSATION COMMITTEE

Andrew B. Cohen, Chair

Pedro del Corro

Kenneth W. Freeman

George Muñoz

Ian K. Snow

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2023 Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation of our NEOs for 2023, 2022 and 2021.

For Messrs. Buskirk and Sinkfield in 2023, represents amounts contributed pursuant to our 401(k) matching program.

For Mr. Cardoso in 2023, pursuant to the Cardoso Agreement, includes $82,538 — related to vacation benefit; $53,054 — related to additional monthly payment benefit; $41,638 — annual car allowance, $36,534 — related to health insurance premiums, $24,927 — related to life insurance premiums, and $4,798 — meal vouchers and transportation. Additionally, includes $5,986 for travel expenses for Mr. Cardoso’s spouse related to a potential relocation.

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Arrangements. We have entered into offer letters, promotion letters, or employment, consulting or other agreements with each of the NEOs, which provide for an NEO’s base salary or fee as of the commencement of employment or engagement or upon promotion or other event, the target annual incentive and the long-term incentive equity awards. See “Compensation Discussion and Analysis — Executive Compensation Pay Components — Base Salary” for more information regarding these base salaries for the NEOs.

Annual Incentive Awards. In 2023, annual cash incentive awards were granted under the 2023 AIP, with the target amount for each NEO based on a percentage of salary. The actual AIP payment depends on both organizational and individual performance. See “— Compensation Discussion and Analysis — Annual Incentive Plan” for more information regarding the 2023 AIP.

Long-Term Incentive Awards. In 2023, the Company granted annual long-term incentive awards to the NEOs in the form of PSUs and RSUs, as described below. Each award is subject to continued employment on each applicable vesting date (with limited exceptions for termination of employment due to death, permanent disability and qualifying termination following a change in control). See “— Compensation Discussion and Analysis —Executive Compensation Program — Long-Term Incentive Plan: Stock-Based Compensation” for more information regarding these awards.

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Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to our NEOs in 2023:

PSUs: Represents the annual grant of PSUs eligible to vest based upon achievement of the applicable Adjusted EBITDA Margin and Total Enrollment targets for each of 2023, 2024 and 2025.

RSUs: Represents the annual grant of RSUs, which vest in three equal installments beginning on December 31, 2023.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding unexercised options and unvested PSUs and RSUs held by our NEOs as of December 31, 2023.

For option awards, the table provides the number of shares underlying both exercisable and unexercisable options, the exercise price and the expiration date. For stock unit awards, the table provides the total number of unvested units and the aggregate market value of shares of stock issuable upon vesting of such units. We computed the market value of stock unit awards by multiplying the fair market value of our common stock on December 29, 2023 ($13.71), the last trading day of 2023, by the number of units. In connection with equitable adjustments made to outstanding stock options as a result of a special cash dividend paid by us to our stockholders in November 2023 of $0.70 per share, the exercise prices of stock options were reduced by such per-share dividend amount.

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