Lincoln Educational Services Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2025

 

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:

 

☐	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))

 

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

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. ☐

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On May 8, 2025, Lincoln Educational Services Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 31,592,807 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 20, 2025, the record date for the Annual Meeting. There were 27,460,155 shares of Common Stock represented in person or by proxy at the Annual Meeting constituting a quorum.  Each of the proposals was approved by the requisite vote of the Company’s shareholders. Set forth below are the proposals acted upon, as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2025, and the final voting results for each proposal:

 

 

Nominee	Votes For	Votes Withheld	Broker Non-Votes
John A. Bartholdson	23,028,488	102,827	4,328,840
James J. Burke, Jr.	22,744,158	387,157	4,328,840
Anna Cabral	23,031,509	99,806	4,328,840
Kevin M. Carney	23,028,513	102,802	4,328,840
Marta Newhart	22,981,600	149,715	4,328,840
Michael A. Plater	22,757,908	373,407	4,328,840
Felecia J. Pryor	22,760,865	370,450	4,328,840
Carlton E. Rose	22,818,037	313,278	4,328,840
Scott M. Shaw	23,028,523	102,792	4,328,840
Sylvia J. Young	22,892,337	238,978	4,328,840

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,638,935	1,264,293	228,087	4,328,840

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,120,230	324,105	15,820	not applicable

 

On May 8, 2025, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting.  A copy of the Shareholder Presentation, which is available on the Company’s website at www.lincolntech.edu under the tab “Investor Relations,” is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

On May 8, 2025, the Company announced that the Board of Directors has authorized the continuation of the share repurchase program (the “Share Repurchase Program”) originally established on May 24, 2022 for repurchases of up to $30 million of the Company’s outstanding Common Stock over a 12-month period, which was subsequently extended and expanded to authorize up to $40 million in repurchases. To date, the Company has made repurchases of approximately 1.7 million shares of the Company’s Common Stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for additional repurchases under the Share Repurchase Program.

Purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated transactions or by other means as determined by the Company’s management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice.

The information contained under this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

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.

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