GP STRATEGIES CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

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

GP Strategies Corporation (the "Company") held a special meeting of stockholders on September 28, 2021 (the "special meeting"). At the special meeting, the Company's stockholders approved the two proposals described below. Stockholder action on a third proposal, to approve one or more adjournments of the special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of proposal 1, was not required and no vote was taken on that proposal.

Proposal 1

The 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, Inc., a 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 below.

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


Proposal 2

The Company's 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
10,984,384.30   3,256,674     108,154

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