Lincoln Educational Services Corp 8-K, filed May 10, 2021
Lincoln Educational Services Corp (LINC)
8-K
2021-05-10
For: 2021-05-06
View Original
Added on
April 11, 2026
About this 8-K
Lincoln Educational Services Corp filed this 8-K on May 10, 2021, reporting on events of May 6, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 6, 2021
| LINCOLN EDUCATIONAL SERVICES CORPORATION |
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(Exact Name of Registrant as Specified in Charter)
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New Jersey
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000-51371
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57-1150621
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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200 Executive Drive, Suite 340, West Orange, New Jersey 07052
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (973) 736-9340
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Not applicable
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(Former name or former address, if changed since last report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock No Par Value
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LINC
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NASDAQ
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 6, 2021, Lincoln Educational Services Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”)
virtually via live webcast. A total of 26,988,965 shares of common stock $0.01 par value per share (the “Common Stock”) each of which is entitled to one vote, and a total of 12,700 shares of the Company’s Series A convertible Preferred Stock, no par
value per share (the “Preferred Stock”) each of which was entitled to 423.729 votes per share representing the number of shares of Common Stock into which each share of Preferred Stock is convertible, were issued and outstanding and entitled to vote
as of March 8, 2021 the record date for the Annual Meeting. There were 22,713,689 shares of Common Stock and 12,700 shares of Preferred Stock represented in person or by proxy at the Annual Meeting constituting a quorum (representing approximately
96.1% of the voting power of the Company’s outstanding capital stock). With respect to Proposal 1, holders of Common Stock and Series A Preferred Stock voted together as a single class with the holders of Series A Preferred Stock voting on an
as-converted basis on the election of James J. Burke, Jr., Kevin M. Carney, Celia H. Currin, Ronald E. Harbour, J. Barry Morrow, Michael A. Plater, Carlton E. Rose and Scott M. Shaw (eight of the nine director nominees), while the holders of Series A
Preferred Stock, voting separately as a class, voted on the election of John A. Bartholdson. Proposals 2 and 3 were voted on by the holders of Common Stock and Series A Preferred Stock voting together as a single class with the holders of Series A
Preferred Stock voting on an as-converted basis. Each of the proposals was approved by the requisite vote of the Company’s shareholders. Set forth below are the proposal acted upon by the shareholders at the Annual Meeting as further described in
the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 and the final voting results for each proposal:
Proposal Number 1: To elect the
following 9 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each nominee for
director was elected by a vote of the shareholders as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker
Non-Votes
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John A. Bartholdson*
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5,381,358
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0
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0
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James J. Burke, Jr.
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23,823,812
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625,848
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3,645,387
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Kevin M. Carney
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24,360,235
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89,425
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3,645,387
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Celia H. Currin
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23,860,083
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589,577
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3,645,387
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Ronald E. Harbour
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24,358,180
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91,480
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3,645,387
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J. Barry Morrow
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24,360,844
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88,816
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3,645,387
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Michael A. Plater
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24,352,754
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96,906
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3,645,387
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Carlton E. Rose
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24,353,354
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96,306
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3,645,387
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Scott M. Shaw
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24,361,235
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88,425
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3,645,387
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*The holders of Series A Preferred Stock, voting separately as a class, voted on the election of John A. Bartholdson.
Proposal Number 2: To approve, on a
non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement. The proposal was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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23,769,090
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517,631
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162,939
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3,645,387
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Proposal Number 3: To ratify the
appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The proposal was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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27,898,267
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14,439
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182,341
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-0-
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| Item 7.01 |
Regulation FD Disclosure.
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On May 6, 2021, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder
Presentation”) during its Annual Meeting of Shareholders held virtually. A copy of the Shareholder Presentation, which is available on the Company’s website at www.lincolntech.edu under the tab “Investor Relations,” is attached
hereto as Exhibit 99.1, and is incorporated herein by reference. The information in this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Exhibit Title
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Company’s Management Presentation at the 2021 Annual Meeting of Shareholders
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SIGNATURES
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.
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LINCOLN EDUCATIONAL SERVICES CORPORATION
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Date: May 6, 2021
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By:
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/s/ Alexandra M. Luster
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Name:
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Alexandra M. Luster
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Title:
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General Counsel
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Exhibit 99.1
1
PUT YOUR POTENTIAL TO WORK 2021 Shareholders Meeting
Stronger and BetterLincoln entered 2020 with great momentum and success, and despite the challenges of the pandemic, we ended the year
stronger financially and better prepared to reach our potential. 3
4
Drivers of Organic Demand for Training 5 Skills Gap
Demand for “Middle Skills Training” 6 Middle-skill jobs, which require education beyond high school but not a four-year degree, make
up the largest part of America’s labor market. (Source: National Skills Coalition) Lincoln connects employers with entry level trained professionals from the adult, high school and military sectors. Growing skepticism of the value of
college Less stigma – Essential Workers
Entering 2021 : A New Chapter for Lincoln 7
Transformational Impact of COVID-19 8
Lincoln’s Workforce Solution Differentiator– Not your local Community College 9 Superior graduation rates and placement ratesDevelop
training programs with feedback from employers and key industry associations to understand gaps and needsIntegrate industry preferred licensing and certifications into the curriculumExpect students to meet employability standards for
appearance, attendance and professional attitude while in schoolBuild labs and shops that replicate the working environment using professional grade equipment and toolsIncorporate cutting edge education technology with animations, videos and
simulations to make learning active and engagingOffer an accelerated program with multiple entry points to allow students to graduate quickly and enter the workforce earlierProvide robust student support services to ensure strong outcomes
Growing Base of Industry Partners 10 Positions Lincoln as long-term solutions provider for both entry level technicians and advanced
workforce trainingEmployers appreciate the technical and soft skills of our studentsPartners provide validation of the quality of our educationCo-branding opportunities with elite partners helps attract new studentsPartners provide better job
opportunities for our graduates
Experienced Management Team (Years at Lincoln) 11 Chad NyceEVP, Chief Innovation Officer (1)
BOARD OF DIRECTORS J. Barry MorrowNon-Executive Chairman, Lincoln Educational Services; Founder & Chief Executive Officer, BK
Capital Group Peter S. BurgessFormer Business Advisory Partner, Arthur Anderson LLP James J. Burke, Jr.Founder & Managing Partner, JJB Capital Partners LLC Kevin M. CarneyFormer Executive Vice President & Chief Financial Officer,
Web.com Group Inc. Celia H. CurrinFormer Marketing Executive, Dow Jones & Wall Street Journal Ronald E. HarbourSenior Advisor, Global Automotive Manufacturing Practice, Oliver Wyman Co. Carlton E. RosePresident, Global Fleet Maintenance
& Engineering, UPS; 1981 Lincoln Tech Graduate Dr. Michael A. PlaterFormer University President, Strayer University Scott M. ShawPresident & Chief Executive Officer, Lincoln Educational Services John A. BartholdsonCo-Founder &
Partner, Juniper Investment Co. LLC
Financial Review
Pro Forma Operations Annual Revenue, Starts, & Average Population* ($ in millions) 14 Revenue Average Population Starts *
2017 & 2018 exclude transitional segment (closed schools) and are presented as pro forma operations. $257 $245 $273
$293 +5.1% +7.2% +6.2% +3.7% 9,985 10,354 10,985 12,104 +7.7% +10.2% 11,436 12,317 12,934 14,321 +6.1% +5.0% +10.7%
Pro Forma Operations ($ in millions) 15 Approximately 12,300 students enrolled at 22 campuses as of 12/31/2020Key metrics such as
revenue, average population continue to grow Margin3.6% * 2017 & 2018 exclude transitional segment (closed schools) and are presented as pro forma operations. Refer to
appendix. +5.1% +6.2% +7.2% +18.4% +27.9% +66.1% Margin4.1% Margin4.9% Margin7.6%
Transportation and Skilled Trades ($ in millions) 16 Approximately 7,900 students enrolled at 13 campuses as of 12/31/2020High demand
for training in Automotive, Diesel, HVAC, CNC, Welding, ElectricalGrowing list of industry partners Margin13.6% Margin14.2% Margin15.1% Margin19.7% +2.2% +7.1% -2.1% +15.8% +40.1% +4.6%
Healthcare and Other Professions ($ in millions) 17 Approximately 4,400 students at 9 campuses as of 12/31/2020Growing demand for
healthcare professionalsStrong demand by students especially for Licensed Practical Nursing Margin 6.3% Margin 9.3% Margin10.0% Margin13.5% +13.3% +10.4% +7.6% +67.6% +19.0% +44.2%
Earnings Per Share
Balance Sheet & Cash Flow Summaries
Cautionary Statement Statements made during this Annual Meeting regarding Lincoln’s business,
operations, results and future prospects that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements should not be viewed as a guarantee of future performance or results
and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are based on information available at the time those statements are made and/or
management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences include, but are not limited to, our failure to comply with the extensive regulatory framework applicable to our industry or our failure to obtain timely
regulatory approvals, as required; our success in updating and expanding the content of existing programs and developing new programs in a cost-effective manner or on a timely basis; risks associated with changes in applicable federal laws
and regulations, including pending rulemaking by the U.S. Department of Education; uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 rule and cohort default rates; risks associated with the
opening of new campuses; risks associated with integration of acquired schools; industry competition; our ability to execute our growth strategies; conditions and trends in our industry; the COVID-19 pandemic and its impact on our business
and the U.S. and global economies; general economic conditions; and other factors discussed in our annual report on Form 10-K for the year ended December 31, 2020. For a discussion of such risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see “Risk Factors” in Lincoln’s Annual Report on Form 10-K for the year ended December 31, 2020. All forward-looking statements are qualified in their entirety by this
cautionary statement, and Lincoln undertakes no obligation to revise or update the remarks made to reflect events or circumstances after the date of the 2021 Annual Meeting of Shareholders.
Thank You for Attending our 2021 Shareholders Meeting 20