Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Relinquishment of Position as Chief Executive Officer
Effective June 9, 2020, the Board of Directors of GP Strategies Corporation (the
"Company") and Scott N. Greenberg agreed that he will assume a new role as
Senior Advisor to the Company while continuing in his position as Chairman of
the Board.
Mr. Greenberg's duties and compensation for serving as Chairman of the Board and
Senior Advisor have not been finalized as of the date of this filing and will be
provided in an amendment to this Form 8-K when finalized.
Appointment of Interim Chief Executive Officer and Election of New Director
The Board appointed Adam H. Stedham, the President of the Company, as the
interim Chief Executive Officer of the Company, effective June 9, 2020. In
addition, the Board voted to increase the size of the Board to eight and elected
Mr. Stedham to the Board of Directors of the Company, effective June 9, 2020.
Mr. Stedham will continue to serve as the Company's President, which he has done
since November 2017. 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 Interim CEO 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 June 15, 2020, the Company issued a press release announcing Mr. Greenberg's
transitioning from his role and Mr. Stedham's appointment as Interim CEO and
election as a director. 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 June 15, 2020 titled "GP Strategies Announces
Leadership Changes."
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