GSE SYSTEMS, INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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GSE SYSTEMS, INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.


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

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:


Broker

Proposal

For

Withheld

Non-Votes


1)


Election of Directors for a 3-year term expiring 2020


James H. Stanker


9,045,802


151,350


7,618,563


John D. Fuller


9,045,904


151,248


7,618,563

1 year

2 years

3 years

Abstain


2)


Non-binding resolution regarding the frequency for future
advisory votes on the compensation of the Company’s named
executive officers


8,413,259


67,933


615,890


100,070


Broker

For

Against

Abstain

Non-Votes


3)


Non-binding resolution to approve Company’s named
executive officer compensation


8,945,333


198,526


53,293


7,618,563

For

Against

Abstain


4)


Ratify BDO USA, LLP as the Company’s independent
registered public accounting firm for the year ending
December 31, 2017


16,659,298


108,128


48,289

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.

Item 9.01.

Financial Statements and Exhibits.

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



GSE SYSTEMS INC Exhibit
EX-99.1 2 exh99-1loudermilkagreement.htm EXHIBIT 99.1 AMENDMENT TO LOUDERMILK EMPLOYMENT AGREEMENT Exhibit 99.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to Employment Agreement,…
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