UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) June 14, 2011
GSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14785 | 52-1868008 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
1332 Londontown Blvd., Suite 200, Sykesville, MD 21784
(Address of principal executive office and zip code)
(410) 970-7800
Registrant's telephone number, including area code
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - 2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e - 4 (c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2011, the Company held its annual meeting of shareholders. At that meeting, the following matters were voted upon:
| Total Votes | Broker | |||||||||
| For | Withheld | Casts | Non-Votes | |||||||
| 1) | Election of Directors for a three | |||||||||
| year term expiring in 2014: | ||||||||||
| Michael D. Feldman | 10,543,572 | 63,966 | 10,607,538 | 4,406,992 | ||||||
| Sheldon L. Glashow | 10,479,483 | 128,055 | 10,607,538 | 4,406,992 | ||||||
| Roger L. Hagengruber | 10,481,030 | 126,508 | 10,607,538 | 4,406,992 | ||||||
| The following directors are serving terms until | ||||||||||
| the annual meeting in 2012 and were not re-elected | ||||||||||
| at the June 14, 2011 annual meeting: | ||||||||||
| Joseph W. Lewis | ||||||||||
| Jane Bryant Quinn | ||||||||||
| O. Lee Tawes, III | ||||||||||
| The following directors are serving terms until | ||||||||||
| the annual meeting in 2013 and were not re-elected | ||||||||||
| at the June 14, 2011 annual meeting: | ||||||||||
| Jerome I. Feldman | ||||||||||
| George J. Pedersen | ||||||||||
| James A. Eberle | ||||||||||
| For | Against | Abstain | Total | ||||||
| 2) | Ratification of KPMG LLP as the Company's | ||||||||
| independent registered public accountants | |||||||||
| for the 2011 fiscal year. | 14,947,939 | 63,003 | 3,588 | 15,014,530 | |||||
| Broker | ||||||||||||
| For | Against | Abstain | Total | Non-Votes | ||||||||
| 3) | Approval of the 1995 | |||||||||||
| Long-Term Incentive Plan (as ammended) | 9,350,144 | 1,215,361 | 42,033 | 10,607,538 | 4,406,992 | |||||||
| Broker | ||||||||||||
| For | Against | Abstain | Total | Non-Votes | ||||||||
| 4) | Approval by non-binding vote, | |||||||||||
| executive compensation | 10,277,416 | 170,184 | 159,938 | 10,607,538 | 4,406,992 | |||||||
| 1 Year | 2 Years | 3 Years | Abstain | Total | |||||||
| 5) | Recommend by non-binding vote, | ||||||||||
| frequency of votes on | 6,485,959 | 463,531 | 3,526,094 | 131,954 | 10,607,538 | ||||||
| executive compensation |
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.
| GSE SYSTEMS, INC. | |
| Date: June 16, 2011 | /s/ Jeffery G. Hough |
| Jeffery G. Hough | |
| Senior Vice President and CFO |