8-K

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) July 1, 2020

GP Strategies Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7234	52-0845774
(Commission File Number)	(IRS Employer Identification No.)
70 Corporate Center 11000 Broken Land Parkway, Suite 200, Columbia, MD	21044
(Address of Principal Executive Offices)	(Zip Code)

(443) 367-9600

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	GPX	NYSE (New York Stock Exchange)

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):

¨            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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.¨

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, effective as of June 9, 2020, the Board of Directors (the “Board”) of GP Strategies Corporation (“GP Strategies” or the “Company”) appointed Adam H. Stedham to serve as the Company’s President and Interim Chief Executive Officer. 

On July 1, 2020, the Board determined to make Mr. Stedham the Company’s Chief Executive Officer, effective immediately. 

For more information, see Mr. Stedham’s biographical information reported in the Company’s Form 10-K/A filed with the SEC on April 29, 2020, which can be found at https://www.sec.gov/Archives/edgar/data/70415/000007041520000073/a10-ka123119.htm.

Additionally, there are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Stedham and any of the Company’s executive officers or directors. There is no arrangement or understanding between Mr. Stedham and any other person pursuant to which Mr. Stedham was appointed as Chief Executive Officer of the Company. There are no transactions in which Mr. Stedham has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On July 8, 2020, the Company issued a press release announcing Mr. Stedham’s appointment as Chief Executive Officer. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits    

Number	Description
99.1	Press release dated July 8, 2020 titled "GP Strategies Confirms Adam Stedham as New Chief Executive Officer."

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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.

	GP STRATEGIES CORPORATION
Date: July 8, 2020	/s/ Kenneth L. Crawford
	Kenneth L. Crawford
	Executive Vice President, General Counsel & Secretary

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EX-99.1

Exhibit 99.1

NEWS RELEASE

GP Strategies Confirms Adam Stedham As New Chief Executive Officer

Columbia, MD. July 8, 2020 - Global performance improvement solutions provider GP Strategies Corporation(the “Company”) (NYSE: GPX) announced today that its Board of Directors appointed Adam H. Stedham as the Chief Executive Officer of the Company, after serving on an interim basis since June 9, 2020, following the announcement that Scott N. Greenberg was stepping down from his role as CEO of the Company. Mr. Stedham said, "I am honored to be selected by the Board to serve as Chief Executive Officer of GP Strategies. I am confident that we are well positioned for growth and delivering improved shareholder returns as we move the Company forward.”

About GP Strategies

GP Strategies Corporation (NYSE: GPX) is a global performance improvement solutions provider of training, digital learning solutions, management consulting, and engineering services. GP Strategies’ solutions improve the effectiveness of organizations by delivering innovative and superior training, consulting, and business improvement services customized to meet the specific needs of its clients. Clients include Fortune 500 companies, manufacturing, process and energy industries, and other commercial and government customers. Additional information can be found at gpstrategies.com. 

Forward Looking Statement

We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "should," "could," "anticipates," and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

© 2020 GP Strategies Corporation. All rights reserved. GP Strategies and GP Strategies with logo design are registered trademarks of GP Strategies Corporation.

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# # # #

C O N T A C T S:

Adam H. Stedham	Michael R. Dugan	Ann M. Blank
President & CEO	Chief Financial Officer	Investor Relations
317-366-7595	443-367-9627	443-367-9925

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