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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)
 
(443) 367-9600
(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. ¨
 



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 






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
 
 

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