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 2, 2013
GP STRATEGIES CORPORATION
(Exact name of registrant as specified in its charter)
1-7234
(Commission File Number)
| Delaware | 52-0845774 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
6095 Marshalee Drive, Suite 300
Elkridge, MD 21075
(Address of principal executive offices, with zip code)
(410) 379-3600
(Registrant’s telephone number, including area code)
(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)) |
| Item 5.02 | Departure of Dire ctors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Gene A. Washington, who has been a director of GP Strategies Corporation (“the Company”) since 2007, requested that the Board not nominate him for election for another term for personal reasons. At a meeting on May 2, 2013, the Board granted his request and nominated only seven directors for election by the Company’s stockholders at the next annual meeting of stockholders. When the new Board is elected, it will consist of only seven directors and Mr. Washington’s term will expire. The Company’s next annual meeting of stockholders, at which a new Board is expected to be elected, is scheduled for June 18, 2013.
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: May 3, 2013 | /s/ Kenneth L. Crawford |
| Kenneth L. Crawford | |
| Senior Vice President, Secretary & General Counsel |