Learning Tree International, Inc. (OTCMKTS:LTRE) 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.
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 Companys 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 Companys executive
compensation (Proposal 2); (iii) the ratification of the
appointment of BDO USA, LLP as the Companys 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 Companys 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
Companys Definitive Proxy Statement and Proxy Statement
Supplement, was approved by the Companys stockholders.No other
proposal was submitted for the consideration of the Companys
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 Companys 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 Companys 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 Companys 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 |
||||
|
3 Years |
19,200 | |||
|
Abstain |
||||
|
Broker Non-Votes |
671,976 | |||
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
ExhibitNo.
10.1First Amendment to Employment Agreement by and between
Learning Tree International, Inc. and Richard A. Spires, dated
April 18, 2017
About Learning Tree International, Inc. (OTCMKTS:LTRE)
Learning Tree International, Inc. is a vendor-independent provider to business and government organizations for the training and education of their information technology (IT) professionals and managers. The Company’s segments include the United States, Canada, the United Kingdom, Sweden and Japan. It offers a library of intensive instructor-led courses from one to five days in length, which consist of approximately 340 different course titles representing approximately 4,500 hours of training, including approximately 120 multi-day IT course titles, approximately 70 multi-day management course titles and approximately 150 one-day boot camp course titles. Its courses provide education and training across a range of technical and management disciplines, including operating systems, databases, computer networks, computer and network security, Web development, programming languages, software engineering, open source applications, business skills, leadership and professional development. Learning Tree International, Inc. (OTCMKTS:LTRE) Recent Trading Information
Learning Tree International, Inc. (OTCMKTS:LTRE) closed its last trading session up +0.20 at 2.45 with shares trading hands.