Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 1, 2020

 

GP Strategies Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-7234

52-0845774

(Commission File Number)

(IRS Employer Identification No.)

70 Corporate Center

11000 Broken Land Parkway, Suite 200,

Columbia

MD

21044

(Address of Principal Executive Offices)

(Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			GPX			NYSE (New York Stock Exchange)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

 On September 1, 2020, GP Strategies Corporation held its annual meeting of shareholders. At that meeting, the shareholders elected all of the Company's director nominees and approved the following matters by the votes set forth below:

1.Our stockholders elected the Directors listed below for terms continuing until the next annual meeting of stockholders and until their respective successors are elected and qualify. The results of the voting were as follows:

			Common Shares Cast:
			For						Against						Abstentions						Broker Non-Votes
Tamar Elkeles			13,250,377						716,469						17,921						1,272,429
Marshall S. Geller			12,508,775						1,458,614						17,378						1,272,429
Scott N. Greenberg			13,028,276						948,939						7,552						1,272,429
Steven E. Koonin			13,118,145						697,278						169,344						1,272,429
Jacques Manardo			11,587,910						2,378,035						18,822						1,272,429
Richard C. Pfenniger, Jr.			10,411,369						3,554,592						18,806						1,272,429
Samuel D. Robinson			10,363,009						3,454,111						167,647						1,272,429
Adam H. Stedham			13,227,923						747,062						9,782						1,272,429

2.A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The proposal was approved and the results of the voting were as follows:

For						Against						Abstentions
15,165,906						44,811						46,479

3.A non-binding advisory proposal to approve the compensation of the Company’s named executive officers. The proposal was approved and the results of the voting were as follows:

			For						Against						Abstentions						Broker Non-Votes
			13,890,077						54,319						40,371						1,272,429

4.A proposal to approve an amendment to the 2011 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 2,205,764 to 3,105,764. The proposal was approved and the results of the voting were as follows:

			For						Against						Abstentions						Broker Non-Votes
			13,395,404						572,155						17,208						1,272,429

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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.

			GP STRATEGIES CORPORATION
Date: September 3, 2020			/s/ James L. Galante
			James L. Galante
			Senior Vice President, General Counsel and Secretary