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): May 3, 2016
 


Lincoln Educational Services Corporation
(Exact Name of Registrant as Specified in Charter)
 


New Jersey
000-51371
57-1150621
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
(Address of principal executive offices)
 
07052
(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:

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 2.02 Results of Operations and Financial Condition
 
On May 5, 2016, Lincoln Educational Services Corporation (the “Company”) issued a press release announcing, among other things, its results of operations for the first quarter ended March 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1 and attached hereto. The information contained under this Item 2.02 in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained under this Item 2.02 in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
On May 3, 2016, the Company held its 2016 Annual Meeting of Shareholders. At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
Proposal Number 1:  To elect the following 7 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2017 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:
 
Nominee
Votes For
Votes Withheld
Broker Non-
Votes
Alvin O. Austin
14,362,613
779,725
6,891,511
Peter S. Burgess
14,362,813
779,525
6,891,511
James J. Burke, Jr.
14,624,563
517,775
6,891,511
Celia H. Currin
14,358,606
783,732
6,891,511
Ronald E. Harbour
14,361,706
780,632
6,891,511
J. Barry Morrow
14,242,872
899,466
6,891,511
Scott M. Shaw
14,172,872
969,466
6,891,511

Proposal Number 2: To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.  The proposal was approved by a vote of the shareholders as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-
Votes
13,728,059
1,400,975
13,304
6,891,511

Proposal Number 3: To approve an amendment to the Company’s 2005 Non-Employee Directors Restricted Stock Plan to increase the number of shares available for grant under the plan.  The proposal was approved by a vote of the shareholders as follows:

Votes For
Votes Against
Abstentions
Broker Non-
Votes
9,196,614
5,928,330
17,394
6,891,511

Proposal Number 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  The proposal was approved by a vote of the shareholders as follows:

Votes For
Votes Against
Abstained
Broker Non-
Votes
21,890,443
27,662
115,744
-0-

Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
 
Press release of Lincoln Educational Services Corporation dated May 5, 2016.
 

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.

 
LINCOLN EDUCATIONAL SERVICES CORPORATION
     
Date:  May 5, 2016
   
     
 
By:
/s/ Alexandra M. Luster  
 
Name:
Alexandra M. Luster
 
 
Title:
General Counsel