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: March 13, 2015 (March 12, 2015)
Learning Tree International, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-27248 |
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95-3133814 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1831 Michael Faraday Drive, Reston, Virginia |
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20190 | ||
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(Address of Principal Executive Offices) |
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(Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (703) 709-9119
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Learning Tree International, Inc. (the “Company”) held on March 12, 2015 (the “Annual Meeting”), the stockholders voted on: (i) the election of two Class II directors to serve for a three-year term ending at the 2018 annual meeting of stockholders (Proposal 1); (ii) the approval, on a non-binding advisory basis, of the Company’s executive compensation (Proposal 2); and (iii) the ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending October 2, 2015 (Proposal 3). Each of the three proposals voted on at the Annual Meeting, which are described in further detail in the Company’s Definitive Proxy Statement, was approved by the Company’s stockholders. No other proposal was submitted for consideration of Company stockholders at the Annual Meeting.
The results of the votes cast by stockholders are as follows:
Proposal 1 - To elect two Class II directors to serve for a three-year term ending at the 2018 annual meeting of stockholders.
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For |
Withheld |
Broker Non-Votes | |
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W. Mathew Juechter |
9,949,366 |
1,022,422 |
940,309 | |
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John R. Phillips |
10,022,000 |
949,788 |
940,309 | |
Proposal 2 - The approval, on a non-binding advisory basis, of the Company’s executive compensation.
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For |
Against |
Abstain |
Broker Non-Votes |
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10,544,902 |
424,882 |
2,004 |
940,309 |
Proposal 3 - The ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending October 2, 2015.
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For |
Against |
Abstain |
Broker Non-Votes |
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11,819,369 |
91,724 |
1,004 |
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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.
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Date: March 13, 2015 |
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LEARNING TREE INTERNATIONAL, INC. | |||
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By: |
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/s/ Max Shevitz | ||
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Max Shevitz | |||
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President | |||