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 18, 2013

 

GP STRATEGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

1-7234

(Commission File Number)

 

Delaware		52-0845774
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

6095 Marshalee Drive, Suite 300

Elkridge, MD 21075

(Address of principal executive offices, with zip code)

 

(410) 379-3600

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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 18, 2013, GP Strategies Corporation held its annual meeting of shareholders. At that meeting, the following matters were voted upon:

 

1.

Our stockholders elected the Directors listed below for terms continuing until the next annual meeting of stockholders and until their respective successors are elected and qualify. The results of the voting were as follows:

 

		Common Shares Cast:
		For				Withheld				Broker Non-Votes
Harvey P. Eisen			8,666,003				7,136,046				1,410,953
Daniel M. Friedberg			15,670,327				131,722				1,410,953
Marshall S. Geller			15,616,250				185,799				1,410,953
Scott N. Greenberg			15,729,081				72,968				1,410,953
Sue W. Kelly			15,752,926				49,123				1,410,953
Richard C. Pfenniger, Jr.			13,891,547				1,910,502				1,410,953
A. Marvin Strait			15,672,961				129,088				1,410,953

 

 

2.

A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. The proposal was approved and the results of the voting were as follows:

 

	For		Against		Abstentions
	16,891,869		310,225		10,908

 

 

3.

A non-binding advisory proposal to approve the compensation of the Company’s named executive officers. The proposal was approved and the results of the voting were as follows:

 

	For		Against		Abstentions		Broker Non-Votes
	15,171,984		401,865		228,200		1,410,953

 

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.

 

	GP STRATEGIES CORPORATION
Date: June 21, 2013	/s/ Kenneth L. Crawford
	Kenneth L. Crawford
	Senior Vice President, Secretary & General Counsel