8-K

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

April 18, 2017 (April 14, 2017)

Date of Report (Date of earliest event reported):

Learning Tree International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-27248	95-3133814
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13650 Dulles Technology Drive, Herndon, Virginia	20171
(Address of Principal Executive Offices)	(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):

☐ 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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 18, 2017, Learning Tree International, Inc. (the “Company”) and its Chief Executive Officer, Richard A. Spires, agreed to an amendment to his employment agreement, whereby Mr. Spires voluntarily reduced his annual compensation from $500,000 per year to $300,000 per year for the period from April 1, 2017 to June 30, 2017. After this initial three month period, Mr. Spires may elect in his discretion to continue the reduced annual compensation for one or more future monthly periods subject to notification to and approval from the Company’s Board of Directors. The foregoing summary of the amendment to the employment agreement is qualified in its entirety by reference to the full text of the First Amendment To Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Learning Tree International, Inc. held on April 14, 2017 (the “Annual Meeting”), the stockholders voted on: (i) the election of three Class I directors to serve for a three-year term ending at the 2020 annual meeting of stockholders (Proposal 1); (ii) the approval, on a non-binding advisory basis, of the Company’s executive compensation (Proposal 2); (iii) the ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending September 29, 2017 (Proposal 3); and (iv) the approval, on a non-binding basis, of the frequency with which the Company’s stockholders shall have the advisory say-on-pay vote on compensation paid to our named executive officers (Proposal 4). Each of the four proposals voted on at the Annual Meeting, which are described in further detail in the Company’s Definitive Proxy Statement and Proxy Statement Supplement, was approved by the Company’s stockholders.  No other proposal was submitted for the consideration of the Company’s stockholders at the Annual Meeting.   

The results of the votes cast by stockholders are as follows:

Proposal 1 - To elect three Class I directors to serve for a three-year term ending at the 2020 annual meeting of stockholders.

	For		Withheld		Broker Non-Votes
Howard A. Bain III		9,436,569		1,552,157		571,009
Mary C. Collins		9,436,579		1,552,147		571,009
Richard A. Spires		10,825,073		163,653		571,009

Proposal 2 - The approval, on a non-binding advisory basis, of the Company’s executive compensation.

For	Against	Abstain	Broker Non-Votes
9,347,705	1,637,103	3,918	571,009

Proposal 3 - The ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending September 29, 2017.

For	Against	Abstain	Broker Non-Votes
11,530,747	7,001	21,987	-

Proposal 4 - The approval, on a non-binding advisory basis, on the frequency with which the Company’s stockholders shall have the advisory say-on-pay vote on compensation paid to our named executive officers.

Frequency of Vote	For
1 Year		10,868,545
2 Years		0
3 Years		19,200
Abstain		14
Broker Non-Votes		671,976

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

10.1     First Amendment to Employment Agreement by and between Learning Tree International, Inc. and Richard A. Spires, dated April 18, 2017

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.

Date: April 18, 2017	LEARNING TREE INTERNATIONAL, INC.
	By:	/s/ David W. Asai
		David W. Asai
		Chief Financial Officer (Principal Financial Officer)

EX-10.1

Exhibit 10.1

First Amendment to

Employment Agreement

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is made and entered into as of this 18th day of April, 2017, by and between Learning Tree International, Inc., a Delaware corporation (the “Company”), and Richard A. Spires (the “Employee”).

A.      The Company and the Employee entered into an Employment Agreement, dated in October 7, 2015 (the “Employment Agreement”).

B.       The Employee desires to amend the Employment Agreement to cause a reduction in his annual base salary, as described in Section 2 of the Employment Agreement, which reduction shall occur for the period from April 1, 2017 to June 30, 2017, subject to extension by the Employee.

C.       The Company desires to cause the amendment to the Employment Agreement providing for such reduction in annual base salary to be effective.

D.       Section 17 of the Employment Agreement provides that an instrument signed by the Company and the Employee is necessary to amend the Employment Agreement.

NOW, THEREFORE, the Company and the Employee hereby agree:

1.        Section 2 of the Employment Agreement is hereby amended to add the following new subparagraph C, which shall be as follows:

C. Notwithstanding the payment terms in the introductory paragraph of this Section 2, as full consideration for services provided by Employee hereunder for the period from April 1, 2017 to June 30, 2017 (“Initial Period”), the Company agrees to pay Employee and Employee agrees to be paid the reduced amount of $25,000 per month (“Reduced Monthly Payment”), payable semi-monthly or as otherwise paid in accordance with the Company’s payroll practices and subject to withholding and deductions in accordance with applicable law. After the Initial Period, Employee may elect in his discretion to receive consideration for services provided hereunder at the Reduced Monthly Payment rate for one or more future monthly periods (each an “Additional Period”), provided that Employee provides written notice to the Board of Directors of (i) such election made by Employee and (ii) the number of month(s) that Employee has elected to have the Reduced Monthly Payment apply. Any election by Employee to receive the Reduced Monthly Payment for an Additional Period shall be effective, unless the Board of Directors otherwise determines not to have Employee’s compensation reduced to the Reduced Monthly Payment rate during an Additional Period. For avoidance of doubt, Employee shall receive the Reduced Monthly Payment only during the Initial Period and an Additional Period elected by Employee and the payment terms set forth in the first paragraph of Section 2 of the Agreement shall not be applicable to Employee during such Initial Period or any Additional Period.

____RAS__________________

(Employee’s Initials)

2.        The effect of the change to the amount of the payments payable by the Company to Employee under Section 2 of the Employment Agreement, as amended by this First Amendment, shall be effective as of April 1, 2017 and shall in the future be effective on the first day of a calendar quarter if any future reduction is elected by the Employee.

3.         Section 15 of the Employment Agreement is hereby amended to replace the address and contact person for noticed to the Company with the following:

LEARNING TREE INTERNATIONAL, INC.

13650 Dulles Technology Drive, Suite 400

Herndon, Virginia 20171

Attn: Chief Financial Officer

4.         Except as modified by this First Amendment, all terms of the Employment Agreement shall remain in full force and effect without modification.

5.         This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original and not a facsimile signature.

6.         Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in the Employment Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this First Amendment effective as of the day first above written.

COMPANY			EMPLOYEE
LEARNING TREE INTERNATIONAL, INC.
By:	/s/ David C. Collins	By:	/s/ Richard A. Spires
Name:	David C. Collins	Name:	Richard A. Spires
Title:	Chairman of the Board	Title:	Chief Executive Officer

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