0000944480-18-000009.txt : 20180323 0000944480-18-000009.hdr.sgml : 20180323 20180323171741 ACCESSION NUMBER: 0000944480-18-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180323 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14785 FILM NUMBER: 18711057 BUSINESS ADDRESS: STREET 1: 1332 LONDONTOWN BLVD CITY: SYKESVILLE STATE: MD ZIP: 21784 BUSINESS PHONE: 4109707874 MAIL ADDRESS: STREET 1: 1332 LONDONTOWN BLVD CITY: SYKESVILLE STATE: MD ZIP: 21784 8-K 1 form8-kquinnlewis.htm GSE SYSTEMS, INC. FORM 8-K QUINN AND LEWIS DEPARTURE
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


March 20, 2018
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.                                                            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 March 20, 2018, at a regularly scheduled meeting of the board of directors (the "Board") of GSE Systems, Inc. (the "Company"), Jane Bryant Quinn and Joseph Lewis advised the Board that they will not stand for reelection at the Company's annual meeting of stockholders to be held in 2018, in light of their desire to retire as directors at the end of their terms and not as the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Board intends to nominate an individual to stand for election at the annual stockholder meeting and fill one of the vacancies created by the retirement of Ms. Quinn and Mr. Lewis. The Board does not intend to fill the other vacancy and will adopt a resolution to decrease the size of the Board to seven members following the annual stockholder meeting. Ms. Quinn also serves as the chair of the Board and, following the annual stockholder meeting, the Board will appoint a new chair.

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: March 23, 2018