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): ~~September~~October 281, 2021

GP Strategies Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

1-7234

52-0845774

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

70 Corporate Center

11000 Broken Land Parkway, Suite 300

Columbia, MD 21044

(Address of Principal Executive Offices, and Zip Code)

(443) 367-9600

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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, par value $0.01 per share

GPX

NYSE (New York Stock Exchange)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On October 1, 2021, GP Strategies Corporation (the “Company”), ~~held~~ a ~~special~~Delaware ~~meeting~~corporation, completed its previously announced sale of ~~stockholders~~substantially onall ~~September 28,~~of ~~2021~~its assets and liabilities related to the EtaPRO business (the “~~special meeting~~Business”)~~. At~~ to Toshiba America Energy Systems Corporation (the ~~special~~“Buyer”), ~~meeting~~a Delaware corporation, and certain of the ~~Company~~Buyer’s ~~stockholders~~affiliates ~~approved~~ (the ~~two~~“Transaction”) ~~proposals~~pursuant ~~described~~to ~~below. Stockholder~~that ~~action~~certain onAsset aPurchase ~~third~~Agreement, ~~proposal~~dated as of May 8, to2021, ~~approve~~by ~~one~~and orbetween ~~more~~the ~~adjournments~~Company ofand the ~~special~~Buyer ~~meeting,~~(the if“Purchase ~~necessary~~Agreement”) orfor ~~appropriate~~approximately $40 million in cash, subject to ~~permit~~certain ~~further~~closing ~~solicitation~~and ofpost-closing ~~proxies~~purchase inprice ~~favor~~adjustments ofset ~~proposal~~forth 1,in ~~was~~the ~~not~~Purchase ~~required~~Agreement and noan ~~vote~~indemnity ~~was~~escrow ~~taken~~of ~~on that proposal~~$4 million.

~~Proposal~~The foregoing description of the Purchase Agreement, the Transaction and the other transactions contemplated by the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021 and is incorporated herein by reference.

~~The~~Item Company’s stockholders adopted the Agreement and Plan of Merger, dated as of July 15, 2021, and as it may be amended or supplemented, by and among the Company, Learning Technologies Group plc, a public limited company incorporated in England and Wales (“LTG”), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG (“US Holdco”), and Gravity Merger Sub, Inc8.,01. aOther Delaware corporation and wholly owned subsidiary of US Holdco (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned, indirect subsidiary of LTG (the “Merger”), as set forth belowEvents.

For		Against		Abstentions
14,318,767.30		21,508		8,937

On October 4, 2021, the Company issued a joint press release with the Buyer announcing the completion of the Transaction. That press release is furnished herewith as Exhibit 99.1.

~~Proposal~~Item 29.01. Financial Statements and Exhibits

~~The~~(d) ~~Company’s~~Exhibits. ~~stockholders approved, on a non-binding, advisory basis, the compensation that will or may be paid to the Company’s named executive officers in connection with the Merger, as set forth below:~~

For	Against	Abstentions
ExhibitNo.	Description
10,984,384.30	3,256,674	108,154
2.1	Asset Purchase Agreement, dated as of May 8, 2021, by and between GP Strategies Corporation and Toshiba America Energy Systems Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021).
99.1	Press Release, dated as of October 4, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~thereunto duly authorized.

~~GP STRATEGIES CORPORATION~~

GP STRATEGIES CORPORATION

Date: September 28, 2021

/s/ James Galante

Date: October 6, 2021

/s/ James Galante

James Galante

Senior Vice President, General Counsel and Secretary

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