Additional Proxy Soliciting Materials (definitive) (defa14a)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

Filed by the Registrant  T   Filed by a Party other than the Registrant  £

Check the appropriate box:

£	Preliminary Proxy Statement

£	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

£	Definitive Proxy Statement

T	Definitive Additional Materials

£	Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

GSE SYSTEMS, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

T	No fee required.

£	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

_________________________________________________________________________________

(2)

Aggregate number of securities to which transaction applies:

_________________________________________________________________________________

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

_________________________________________________________________________________

(4)

Proposed maximum aggregate value of transaction:

_________________________________________________________________________________

(5)

Total fee paid:

_________________________________________________________________________________

£	Fee paid previously with preliminary materials.

£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

_________________________________________________________________________________

(2)

Form, Schedule or Registration Statement No.:

_________________________________________________________________________________

(3)

Filing Party:

_________________________________________________________________________________

(4)

Date Filed:

_________________________________________________________________________________

 

 

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EXPLANATORY STATEMENT

On April 30, 2018, GSE Systems, Inc. filed our definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") for our annual meeting of stockholders to be held on Tuesday, June 12, 2018. Due to a production error, a copy of the proxy card that was mailed to stockholders on April 30, 2018 was inadvertently omitted from the Proxy Statement filed with the SEC. Contained in this filing is a copy of the proxy card that was mailed to stockholders on April 30, 2018. There are no other revisions or amendments to the Proxy Statement.

 

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