Document


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): June 22, 2016

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.)

70 Corporate Center
11000 Broken Land Parkway, Suite 200
Columbia, MD 21044
(Address of principal executive offices, with zip code)

(443) 367-9600
(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))







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Item 5.07
Submission of Matters to a Vote of Security Holders

On June 22, 2016, GP Strategies Corporation held its annual meeting of shareholders. At that meeting, the following matters were voted upon:

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
Harvey P. Eisen
14,279,675

 
32,216

 
146,797

 
791,182
Daniel M. Friedberg
12,776,492

 
1,679,289

 
2,907

 
791,182
Marshall S. Geller
14,422,255

 
33,527

 
2,906

 
791,182
Scott N. Greenberg
14,422,811

 
32,963

 
2,914

 
791,182
Laura L. Gurski
14,348,744

 
107,031

 
2,913

 
791,182
Steven E. Koonin
14,417,158

 
38,624

 
2,906

 
791,182
Richard C. Pfenniger, Jr.
14,210,223

 
101,225

 
147,240

 
791,182
A. Marvin Strait
14,436,656

 
18,691

 
3,341

 
791,182

2.
A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposal was approved and the results of the voting were as follows:
For
 
Against
 
Abstentions
15,110,058
 
126,123
 
13,689

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
 
14,205,858
 
236,995
 
15,835
 
791,182

4. A proposal to approve an amendment to the 2011 Stock Incentive Plan and to re-approve the material terms of payment of performance-based compensation under the 2011 Stock Incentive Plan. The proposal was approved and the results of the voting were as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
14,386,080
 
183,153
 
10,323
 
984,925


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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: June 28, 2016
/s/ Kenneth L. Crawford______________________
 
Kenneth L. Crawford
 
Senior Vice President, Secretary & General Counsel


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