Attached files
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| EX-99.3 - EXHIBIT 99.1 AMENDMENT TO MEYSSAMI EMPLOYMENT AGREEMENT - GSE SYSTEMS INC | exh99-3meyssamiagreement.htm |
| EX-99.4 - EXHIBIT 99.1 AMENDMENT TO PEPE EMPLOYMENT AGREEMENT - GSE SYSTEMS INC | exh99-4pepeagreement.htm |
| EX-99.2 - EXHIBIT 99.1 AMENDMENT TO SORRELLS EMPLOYMENT AGREEMENT - GSE SYSTEMS INC | exh99-2sorrellsagreement.htm |
| EX-99.1 - EXHIBIT 99.1 AMENDMENT TO LOUDERMILK EMPLOYMENT AGREEMENT - GSE SYSTEMS INC | exh99-1loudermilkagreement.htm |
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
June 12, 2017
Date of Report (Date of earliest event reported)
GSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14785
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52-1868008
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1332 Londontown Blvd.,
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Sykesville, Maryland
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21784
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(Address of principal executive offices)
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(Zip Code)
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(410) 970-7800
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(Registrant's telephone number, including area code)
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Not Applicable
(Former name, former address, and former fiscal year, 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:
[ ] 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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Amendments to Certain Agreements with Executive Officers
GSE Systems, Inc. (the "Company") previously entered into Employment Agreements with each of Kyle J. Loudermilk, Christopher D. Sorrells, Bahram Meyssami, and Emmett Pepe containing limitations on their annual cash bonus potential of 50%, 50%, 25% and 40% of their annual base salary, respectively. On the recommendation of the Compensation Committee, the board of directors of the Company (the "Board"), with Loudermilk and Sorrells abstaining, approved amendments to Employment Agreements with each of Loudermilk, Sorrells, Meyssami, and Pepe, which increase their annual cash bonus potential to 75%, 75%, 31.25% and 60% of their annual base salary, respectively. The amendments to the Employment Agreements also permit the Compensation Committee to increase the cash bonus potential of the foregoing executive officers above these limitations. The annual bonus awards remain subject to the achievement of annual performance goals established by the Compensation Committee.
Except as otherwise described herein, all other provisions of the foregoing Employment Agreements (as amended) remain in full force and effect. Copies of the amendment to each of the Employment Agreements with Kyle J. Loudermilk, Christopher D. Sorrells, Bahram Meyssami, and Emmett Pepe are attached hereto as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, and each is incorporated herein by reference. The foregoing descriptions of the amendments to the Employment Agreements of Loudermilk, Sorrells, Meyssami, and Pepe do not purport to be complete and are qualified in their entirety by reference to the attached amendments.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2017, the Company held its annual meeting of stockholders. At that meeting, the following matters were voted upon and the following reflects the final voting results:
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Broker
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Proposal
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For
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Withheld
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Non-Votes
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1)
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Election of Directors for a 3-year term expiring 2020
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James H. Stanker
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9,045,802
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151,350
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7,618,563
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John D. Fuller
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9,045,904
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151,248
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7,618,563
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1 year
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2 years
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3 years
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Abstain
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2)
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Non-binding resolution regarding the frequency for future advisory votes on the compensation of the Company's named executive officers
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8,413,259
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67,933
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615,890
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100,070
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Broker
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For
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Against
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Abstain
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Non-Votes
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3)
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Non-binding resolution to approve Company's named executive officer compensation
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8,945,333
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198,526
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53,293
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7,618,563
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For
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Against
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Abstain
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4)
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Ratify BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017
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16,659,298
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108,128
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48,289
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In relation to Proposal 1, each director nominees received more votes for than against the nominee's election and was, therefore, elected as a Class I Director.
In relation to Proposal 2, the proposal recommended an annual advisory vote on named executive officer compensation, and the Company intends to conduct future advisory votes on executive compensation every year.
Item 8.01 Other Events.
On June 12, 2017, the Board reviewed and revised the charters of the Audit Committee, the Compensation Committee and the Nominating Committee. The revised charters for each of the foregoing standing committees have been posted to the Company's website.
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Item 9.01.
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Financial Statements and Exhibits.
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| 99.1 | Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Kyle J. Loudermilk |
| 99.2 | Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Christopher D. Sorrells |
| 99.3 | Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Bahram Meyssami |
| 99.4 | Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Emmett Pepe |
S I G N A T U R E
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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GSE SYSTEMS, INC.
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By:
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/s/ Daniel W. Pugh
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Daniel W. Pugh
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Secretary, Senior Vice President, General Counsel and Risk Management Officer
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Date: June 16, 2017