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

August 8, 2016

Date of Report (Date of earliest event reported)

GSE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14785	52-1868008
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1332 Londontown Blvd.,
Sykesville, Maryland	21784
(Address of principal executive offices)	(Zip Code)

(410) 970-7800

(Registrant's telephone number, including area code)

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))

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

On August 8, 2016, GSE Systems, Inc. (the "Company") announced that its board of directors (the "Board") has unanimously elected James H. Stanker to serve on the Board as a Class I director with a term expiring at the next Annual Meeting of Stockholders in 2017 effective August 8, 2016 and that Mr. Stanker was also appointed to the Audit Committee.

Mr. Stanker is not a party to any arrangements pursuant to which he was selected as a director. Mr. Stanker has not been involved in any transactions since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant. Mr. Stanker will receive the standard compensatory and other agreements and arrangements provided to other non-employee directors of the Company.

The Company has engaged, and continues to engage, Grant Thornton to provide certain professional services, including:  tax compliance services related to U.S. federal and state corporate tax returns and related routine general tax consulting; tax accounting and reporting assistance in accordance with ASC 740; business consulting services; and international tax advice related to the Company's foreign subsideraries.  During fiscal year 2015, the Company paid $145,300 to Grant Thornton, including $91,684 for domestic tax compliance and accounting services and $53,616 for consulting services  and international tax advice.

A copy of the press release announcing the election of Mr. Stanker to the Board is being furnished with this Form 8-K as Exhibit  99.1.

Item 9.01. Financial Statements and Exhibits.  

99.1 Press Release, dated August 8, 2016, announcing election of James H. Stanker to the Board of Directors

S I G N A T U R E S

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.

GSE SYSTEMS, INC.
By:	/s/ Daniel W. Pugh
	Daniel W. Pugh
	Secretary, Senior Vice President, General Counsel and Risk Management Officer

Date: August 8, 2016

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

GSE SYSTEMS APPOINTS AUDIT INDUSTRY VETERAN, JIM STANKER, TO ITS BOARD OF DIRECTORS

Sykesville, MD – August 8, 2016 – GSE Systems, Inc. ("GSE" or "the Company") (NYSE MKT: GVP), the world leader in real-time high-fidelity simulation systems and training solutions to the power and process industries, today announced that its Board of Directors has appointed Jim Stanker as a Class I Director and member of the Audit Committee, effective August 8, 2016.  With Mr. Stanker's addition, GSE's Board has increased to seven directors, including five independent members.

Mr. Stanker brings to GSE's Board more than 30 years of strategic audit expertise and financial leadership with multinational corporations in the technology, manufacturing and commercial product industries.  Most recently, he concluded a sixteen year career at Grant Thornton LLP, where he served in various leadership capacities, including audit partner, professional practice director for the Atlantic Coast market, and global head of audit quality for the firm's international organization.  Prior to Grant Thornton, Mr. Stanker served terms as the Chief Financial Officer of a NASDAQ-listed technology company and the Chief Financial Officer of a privately-held life science startup.  He started his career as an auditor with Touche Ross in the early 1980s.

Mr. Stanker earned a Master of Business Administration from California State University, East Bay and a BS degree in Aeronautics from San Jose State University.  He is a licensed Certified Public Accountant (CPA) in Maryland, Virginia, and Washington, D.C., and received the global management accounting designation from the American Institute of CPAs (AICPA).

Kyle Loudermilk, GSE's President and Chief Executive Officer, said, "We welcome Jim to the Board of Directors and look forward to benefiting immediately from his expertise in corporate governance, strategic financial management and best practices in corporate controls.  His substantial auditing and financial expertise will help us immensely in this next phase of our growth journey."

Mr. Stanker commented, "GSE's proven simulation and training technology platform provides an excellent foundation for future growth.  I am honored to join the other highly-qualified members of GSE's Board and look forward to helping them guide management during the ongoing transformation and growth of the business."

ABOUT GSE SYSTEMS, INC.

GSE Systems, Inc. is a world leader in real-time high-fidelity simulation, providing a wide range of simulation, training and engineering solutions to the power and process industries. Its comprehensive and modular solutions help customers achieve performance excellence in design, training and operations.  GSE's products and services are tailored to meet specific client requirements such as scope, budget and timeline. The Company has over four decades of experience, more than 1,100 installations, and hundreds of customers in over 50 countries spanning the globe. GSE Systems is headquartered in Sykesville (Baltimore), Maryland, with offices in St. Marys, Georgia; Huntsville, Alabama; Chennai, India; Nyköping, Sweden; Stockton-on-Tees, UK; and Beijing, China. Information about GSE Systems is available at www.gses.com. http://www.ftserussel.com/

FORWARD LOOKING STATEMENTS

We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipate," and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Contact	The Equity Group Inc.
Chris Sorrells	Devin Sullivan
Interim Chief Operating Officer	Senior Vice President
GSE Systems, Inc.	(212) 836-9608
(410) 970-7802	dsullivan@equityny.com
	Kalle Ahl, CFA
	Senior Associate
	(212) 836-9614
	kahl@equityny.com