LINCOLN EDUCATIONAL SERVICES CORPORATION (NASDAQ:LINC) 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
Director Retirement
On August 6, 2020, Alvin O. Austin, one of the members of the board of directors (the “Board”) of Lincoln Educational Services Corporation (the “Company”), advised of his intention to step down from the Board, effective as of 11:59 p.m. on August 6, 2020, from the positions of director, chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee of the Company. Mr. Austin’s decision to retire and resign from the Board was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Board and management of the Company sincerely thank Mr. Austin for his dedicated service over the past ten years.
On August 6, 2020, Peter Burgess notified the Board that he will not be standing for re-election as a director at the Company’s 2021 Annual Meeting of Shareholders because of his plans to retire before such time. Mr. Burgess’ decision to retire and resign from the Board is not due to any disagreement between him and the Corporation. Mr. Burgess continues to serve as Chair of the Audit Committee.
Expansion in Board Size
Effective August 6, 2020, concurrent with notice from Mr. Burgess of his plans to retire, the Board increased the size of the Board from nine directors to ten directors.
On August 6, 2020, at a meeting of the Board and upon the recommendation of the Nominating & Corporate Governance Committee, the Board appointed Michael Plater, Ph.D. and Carlton Rose as independent directors, effective as of 12:00 a.m. August 7, 2020, to fill the vacancies created by Mr. Austin’s retirement and the increase in the size of the Board. Dr. Plater and Mr. Rose will each serve until the Company’s 2021 Annual Meeting of Shareholders, when they will be subject to re-election to the Board by a vote of the Company’s shareholders, or until their earlier resignation or removal.
At the meeting, the Board also appointed Dr. Plater to the Nominating & Corporate Governance Committee and Mr. Rose to the Compensation Committee.
Dr. Plater is President Emeritus of Strayer University having begun his career at Strayer in 2010 holding successive positions as Provost and Chief Academic Officer, Interim President and President before his retirement. Prior to joining Strayer, Dr. Plater held various positions in education administration at such institutions as Milton Academy, Wharton Small Business Development Center, The College of William and Mary, Graduate School of Business, The University of Florida, College of Business Administration, Brown University and North Carolina A&T State University. Dr. Strayer is a graduate of Harvard College with an AB degree in Economics and holds a Masters of Business Administration from The Wharton School and a Ph.D from The College of William and Mary. Dr. Plater is also a veteran of the US Marine Corps.
Mr. Rose is President, Global Fleet Maintenance & Engineering for United Parcel Service responsible for all facets of global automotive engineering including inventory and asset management, safety performance and procurement of a vehicle fleet of over 380,000 pieces of equipment. Mr. Rose begun his UPS career in 1980 as a package handler and has held positions throughout the organization from skilled technician to management. Mr. Rose’s experience with UPS includes key leadership assignments in package operations, industrial engineering, plant engineering and sales. Mr. Rose is a graduate of Lincoln Technical Institute’s program in automotive engineering and a member of its Hall of Fame.
There are no arrangements or understandings between either of Dr. Plater or Mr. Rose and any other persons to which Dr. Plater and Mr. Rose were selected as directors. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Dr. Plater and Mr. Rose, on the other hand, which would require disclosure to Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointments of Dr. Plater and Mr. Rose is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Committee Changes
Effective August 7, 2020, the Board made certain changes to committee composition with a view to providing for transition for Mr. Burgess’ planned retirement from the Board. The table below summarizes the membership information for each of the committees of the Company’s Board as of August 7, 2020:
LINCOLN EDUCATIONAL SERVICES CORP ExhibitEX-99.1 2 brhc10014321_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Lincoln Tech Welcomes New Members to Board of Directors UPS Executive,…
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About LINCOLN EDUCATIONAL SERVICES CORPORATION (NASDAQ:LINC)
Lincoln Educational Services Corporation is a provider of post-secondary education. The Company operates in two segments: Transportation and Skilled Trades, and Transitional. The Transportation and Skilled Trades segment offers academic programs in the disciplines of transportation and skilled trades (automotive, diesel, heating, ventilation and air conditioning (HVAC), welding and manufacturing). The Transitional segment includes operations that are being phased out and consists of its campus that is being taught out. It offers programs in automotive technology, skilled trades, which include HVAC, welding and computerized numerical control and electronic systems technology; healthcare services, which include nursing, dental assistant and pharmacy technician; hospitality services, which include culinary, therapeutic massage, cosmetology and aesthetics, and business and information technology, which includes information technology and criminal justice programs.
