8-K

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

October 29, 2024

Date of Report (Date of earliest event reported)

GSE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14785	52-1868008
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6940 Columbia Gateway Dr., Suite 470, Columbia, MD 21046

(Address of principal executive offices 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 (see General Instructions A.2 below):

☐
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))

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, $0.01 Par Value	GVP	The NASDAQ Capital Market

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

As previously announced, on August 8, 2024, GSE Systems, Inc. (the “Company” or “GSE”) entered into an Agreement and Plan of Merger, dated August 8, 2024, with Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated October 20, 2024 (the “Merger Agreement”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company with the Company continuing as a wholly owned subsidiary of Parent (the “Merger”).

Following a prior adjournment, the Company held a special meeting of its stockholders on October 29, 2024, at 9:00 a.m. Eastern Time (the “Special Meeting”). At the Special Meeting, holders of the Company’s common stock, par value $0.01 per share (“Common Stock”) voted on three proposals related to the Merger, each of which is described in further detail in the Company’s definitive proxy statement filed September 16, 2024 (as supplemented). As of the close of business on September 16, 2024, the record date for the Special Meeting, there were 3,471,677 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 2,352,000 shares of Common Stock were voted virtually or by proxy, representing 67.74% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s holders of Common Stock were asked to consider and vote on the following matters:

• a proposal to approve and adopt the Merger Agreement and approve the Merger (the “Merger Proposal”)

• a proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”)

• a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”)

The Company’s stockholders approved the Merger Proposal and the Compensation Proposal. Because the Merger Proposal was approved, the Adjournment Proposal was not necessary. The final voting results for each proposal are set forth below.

Proposal 1 – Merger Proposal

Votes For	Votes Against	Abstentions
2,236,903	113,149	1,948

Proposal 2 – Compensation Proposal

Votes For	Votes Against	Abstentions
2,124,026	189,769	38,205

Proposal 3 – Adjournment Proposal

Votes For	Votes Against	Abstentions
2,212,293	136,223	3,484

No other business properly became before the Special Meeting.

Item 8.01. Other Events.

On October 29, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release, dated October 29, 2024.

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.

By:

/s/ Emmett Pepe

Emmett Pepe

Chief Financial Officer

October 29, 2024

EX-99.1

Exhibit 99.1

    PRESS RELEASE

Stockholders Approve GSE Solutions Merger with Pelican Energy Partners

COLUMBIA, MD – October 29, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that its stockholders overwhelmingly approved its merger with an affiliate of Pelican Energy Partners (“Pelican”). Pursuant to the terms of the merger agreement, dated August 8, 2024 and amended October 20, 2024 (“Merger Agreement”), Pelican will acquire all of the outstanding common stock of GSE for $4.60 per share.

Of the votes cast today at GSE’s stockholder meeting, approximately 95.18% were in favor of the merger transaction.  The Company anticipates the merger will close on or about October 31, 2024, subject to the satisfaction of the remaining closing conditions.

Ravi Khanna, Chief Executive Officer and President of GSE, commented, "We are pleased to have received the support of our stockholders to approve the merger of GSE and Pelican. Our employees look forward to continue to support our many wonderful customers in the power industry for many years to come."

ABOUT GSE SOLUTIONS

Proven by more than 50 years of experience in the nuclear power industry, GSE knows what it takes to help customers deliver carbon-free electricity safely and reliably. Today, GSE Solutions leverages top talent, expertise, and technology to help energy facilities achieve next-level power plant performance. GSE’s advanced Engineering offer highly specialized training, engineering design, program compliance, and simulation to that reduce risk and optimize plant operations. With more than 1,100 installations and hundreds of customers in over 50 countries, GSE delivers operational excellence. www.gses.com

Forward-Looking Statements and Information

This communication contains “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, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: completion of the merger is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; risks related to the disruption of management’s attention from GSE’s ongoing business operations due to the merger; and other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2023 and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

    PRESS RELEASE  

Media Contact

Sunny DeMattio

GSE Solutions

Director of Marketing & Communications

sunny.demattio@gses.com

Direct: +1 410.970.7931

Investor Contact

Adam Lowensteiner

Vice President

Lytham Partners

gvp@lythampartners.com

Direct: +1 646.829.9702

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XML

Document and Entity Information	Oct. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity File Number	001-14785
Entity Registrant Name	GSE SYSTEMS, INC.
Entity Central Index Key	0000944480
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-1868008
Entity Address, Address Line One	6940 Columbia Gateway Dr., Suite 470
Entity Address, City or Town	Columbia
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21046
City Area Code	410
Local Phone Number	970-7800
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	GVP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false