LINC 8-K
Lincoln Educational Services Corp (LINC)
8-K
2023-05-08
For: 2023-05-05
View Original
Added on
April 11, 2026
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 5, 2023
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(Exact Name of Registrant as Specified in Charter)
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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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(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (973 )
736-9340
Not applicable
(Former name or former address, 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:
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 5, 2023, Lincoln Educational Services Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”)
virtually via live webcast. A total of 31,512,405 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 16, 2023 the record date for the Annual Meeting. There were
27,638,077 shares of Common Stock represented in person or by proxy at the Annual Meeting constituting a quorum. Each of the proposals was approved by the requisite vote of the Company’s shareholders and, regarding the frequency of future
“say-on-pay” votes, the shareholders approved holding such a vote annually as recommended by our Board of Directors. Set forth below are the proposals acted upon as further described in the Company’s definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 5, 2023 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 2024 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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19,725,504
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2,116,817
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5,795,756
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James J. Burke, Jr.
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18,843,514
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2,998,807
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5,795,756
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Kevin M. Carney
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21,664,401
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177,920
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5,795,756
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J. Barry Morrow
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21,728,464
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113,857
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5,795,756
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Michael A. Plater
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18,908,765
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2,933,556
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5,795,756
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Felecia J. Pryor
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18,920,802
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2,921,519
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5,795,756
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Carlton E. Rose
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21,664,709
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177,612
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5,795,756
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Scott M. Shaw
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21,827,260
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15,061
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5,795,756
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Sylvia J. Young
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20,858,248
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984,073
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5,795,756
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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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17,911,296
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2,955,750
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975,275
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5,795,756
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Proposal Number 3: To approve the frequency of future advisory votes on the Company’s compensation of named executive officers. The frequency of future advisory votes on the Company’s compensation of
named executive officers every year was approved by a vote of the shareholders as follows:
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Every Year
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Every Two
Years
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Every Three
Years
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Abstentions
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Broker
Non-Votes
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20,840,749
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166,426
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787,366
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47,780
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5,795,756
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Proposal Number 4: To approve an amendment to the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (the “LTIP”) to increase the number of shares available for grant under the
LTIP. 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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20,702,299
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208,957
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931,065
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5,795,756
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Proposal Number 5: To ratify
the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. 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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27,508,946
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118,686
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10,445
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not applicable
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| Item 7.01 |
Regulation FD Disclosure.
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On May 5, 2023, the Company presented additional background
information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting of Shareholders. 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)
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Exhibits.
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Management Presentation at the 2023 Annual Meeting of Shareholders
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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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 8, 2023
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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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SVP, General Counsel & Secretary
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Exhibit 99.1
