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) August 31, 2020
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., 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Trading Name of each exchange on which registered Symbol(s)
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Common Stock, $0.001 Par Value
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GVP
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company 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 August 31, 2020, 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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Proposal
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For
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Withheld
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Broker Non-Votes
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1) Election of Directors for a 3-year term expiring 2023
William S. Corey, Jr.
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10,242,428
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132,606
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6,509,962
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For
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Against
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Abstain
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Broker Non-Votes
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2) Non-binding resolution to approve Company's named executive officer compensation
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8,434,912
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1,929,385
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10,737
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6,509,962
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For
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Against
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Abstain
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3) Ratify Dixon Hughes Goodman, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020
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16,857,841
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23,285
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3,870
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In relation to Proposal 1, the director nominee received more votes for than withheld from the nominee’s election, and was therefore
elected as a Class I Director.
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, Chief Legal & Risk Officer
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Date: August 31, 2020