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


June 12, 2017
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 or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

     
1332 Londontown Blvd.,
   
Sykesville, Maryland
 
21784
(Address of principal executive offices)
 
(Zip Code)

(410) 970-7800
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year, 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:

[ ] 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))






Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Certain Agreements with Executive Officers

GSE Systems, Inc. (the " Company ") previously entered into Employment Agreements with each of Kyle J. Loudermilk, Christopher D. Sorrells, Bahram Meyssami, and Emmett Pepe containing limitations on their annual cash bonus potential of 50%, 50%, 25% and 40% of their annual base salary, respectively.  On the recommendation of the Compensation Committee, the board of directors of the Company (the "Board"), with Loudermilk and Sorrells abstaining, approved amendments to Employment Agreements with each of Loudermilk, Sorrells, Meyssami, and Pepe, which increase their annual cash bonus potential to 75%, 75%, 31.25% and 60% of their annual base salary, respectively.  The amendments to the Employment Agreements also permit the Compensation Committee to increase the cash bonus potential of the foregoing executive officers above these limitations.  The annual bonus awards remain subject to the achievement of annual performance goals established by the Compensation Committee.

Except as otherwise described herein, all other provisions of the foregoing Employment Agreements (as amended) remain in full force and effect.  Copies of the amendment to each of the Employment Agreements with Kyle J. Loudermilk, Christopher D. Sorrells, Bahram Meyssami, and Emmett Pepe are attached hereto as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, and each is incorporated herein by reference.  The foregoing descriptions of the amendments to the Employment Agreements of Loudermilk, Sorrells, Meyssami, and Pepe do not purport to be complete and are qualified in their entirety by reference to the attached amendments.

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

On June 12, 2017, the Company held its annual meeting of stockholders.  At that meeting, the following matters were voted upon and the following reflects the final voting results:

       
Broker
 
 
Proposal
For
Withheld
Non-Votes
 
         
1)
Election of Directors for a 3-year term expiring 2020
       
 
James H. Stanker
9,045,802
151,350
7,618,563
 
 
John D. Fuller
9,045,904
151,248
7,618,563
 
           
   
1 year
2 years
3 years
Abstain
           
2)
Non-binding resolution regarding the frequency for future advisory votes on the compensation of the Company's named executive officers
8,413,259
67,933
615,890
100,070
         
Broker
   
For
Against
Abstain
Non-Votes
           
3)
Non-binding resolution to approve Company's named executive officer compensation
8,945,333
198,526
53,293
7,618,563
           
   
For
Against
Abstain
 
           
4)
Ratify BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017
16,659,298
108,128
48,289
 
           
In relation to Proposal 1, each director nominees received more votes for than against the nominee's election and was, therefore, elected as a Class I Director.

In relation to Proposal 2, the proposal recommended an annual advisory vote on named executive officer compensation, and the Company intends to conduct future advisory votes on executive compensation every year.

Item 8.01 Other Events.

On June 12, 2017, the Board reviewed and revised the charters of the Audit Committee, the Compensation Committee and the Nominating Committee.  The revised charters for each of the foregoing standing committees have been posted to the Company's website.

Item 9.01.
Financial Statements and Exhibits.
99.1 Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Kyle J. Loudermilk
99.2 Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Christopher D. Sorrells
99.3 Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Bahram Meyssami
99.4 Amendment to Employment Agreement, dated June 12, 2017, between GSE Systems, Inc. and Emmett Pepe


S I G N A T U R E

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/ Daniel W. Pugh
   
Daniel W. Pugh
   
Secretary, Senior Vice President, General Counsel and Risk Management Officer

Date: June 16, 2017
Exhibit 99.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the " Company "), and Kyle J. Loudermilk, an employee of the Company (the " Executive ").
BACKGROUND
The parties previously entered into the Employment Agreement, dated July 1, 2015, as amended July 1, 2016 (the " Employment Agreement ").  Pursuant to Section 4(b)(ii) of the Employment Agreement, the Executive is eligible to earn an annual bonus award of up to 50% of base salary, based upon the achievement of annual performance goals.  The parties now desire to increase the maximum amount of the annual bonus that the Executive is eligible to earn.
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Section 4(b)(ii) of the Employment Agreement is hereby amended in its entirety to read as follows:
For each fiscal year of the Term, beginning with fiscal year 2016, the Executive shall be eligible to earn an annual bonus award (the " Bonus ") of up to 75% of Base Salary (or any higher amount approved by the Compensation Committee), based upon the achievement of annual performance goals established by the Compensation Committee.  The amount of Bonus to be paid to Executive for any year of this Agreement may, at the sole discretion of the Compensation Committee, be (x) prorated for the number of months which Executive was employed by the Company during such year and (y) paid on or prior to March 15 of the following year.
2.
In all other respects, the Employment Agreement is hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
GSE SYSTEMS, INC.
By:  /s/ Daniel Pugh  
Daniel Pugh
Senior Vice President, General Counsel
and Risk Management Officer
EXECUTIVE
/s/ Kyle J. Loudermilk
Kyle J. Loudermilk
\

Exhibit 99.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the " Company "), and Christopher D. Sorrells, an employee of the Company (the " Executive ").
BACKGROUND
The parties previously entered into the Employment Agreement, dated August 15, 2016 (the " Employment Agreement ").  Pursuant to Section 4(b) of the Employment Agreement, the Executive is eligible to earn an annual bonus award of up to 50% of base salary, based upon the achievement of annual performance goals.  The parties now desire to increase the maximum amount of the annual bonus that the Executive is eligible to earn.
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Section 4(b) of the Employment Agreement is hereby amended in its entirety to read as follows:
For each fiscal year of the Term, beginning with fiscal year 2016, the Executive shall be eligible to earn an annual bonus award (the " Bonus ") of up to 75% of Base Salary (or any higher amount approved by the Compensation Committee), based upon the achievement of annual performance goals established by the Compensation Committee.  The amount of Bonus to be paid to Executive for any year of this Agreement may, at the sole discretion of the Compensation Committee, be (i) prorated for the number of months which Executive was employed by the Company during such year and (ii) paid on or prior to March 15 of the following year.
2.
In all other respects, the Employment Agreement is hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
GSE SYSTEMS, INC.
By:  /s/ Kyle J. Loudermilk
Kyle J. Loudermilk
Chief Executive Officer
EXECUTIVE
/s/ Christopher D. Sorrells
Christopher D. Sorrells
\

Exhibit 99.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the " Company "), and Bahram Meyssami, an employee of the Company (the " Executive ").
BACKGROUND
The parties previously entered into the Employment Agreement, dated December 1, 2015 (the " Employment Agreement ").  Pursuant to Section 4(b) of the Employment Agreement, the Executive is eligible to earn an annual bonus award of up to 25% of base salary, based upon the achievement of annual performance goals.  The parties now desire to increase the maximum amount of the annual bonus that the Executive is eligible to earn.
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Section 4(b) of the Employment Agreement is hereby amended in its entirety to read as follows:
For each fiscal year of the Term, beginning with fiscal year 2016, the Executive shall be eligible to earn an annual bonus award (the " Bonus ") of up to 31.25% of Base Salary (or any higher amount approved by the Compensation Committee), based upon the achievement of annual performance goals established by the Compensation Committee.  The amount of Bonus to be paid to Executive for any year of this Agreement may, at the sole discretion of the Compensation Committee, be (i) prorated for the number of months which Executive was employed by the Company during such year and (ii) paid on or prior to March 15 of the following year.
2.
In all other respects, the Employment Agreement is hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
GSE SYSTEMS, INC.
By:  /s/ Kyle J. Loudermilk  
Kyle J. Loudermilk
Chief Executive Officer
EXECUTIVE
/s/ Bahram Meyssami
Bahram Meyssami
\

Exhibit 99.4
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the " Company "), and Emmett Pepe, an employee of the Company (the " Executive ").
BACKGROUND
The parties previously entered into the Employment Agreement, dated July 1, 2016 (the " Employment Agreement ").  Pursuant to Section 4(b) of the Employment Agreement, the Executive is eligible to earn an annual bonus award of up to 40% of base salary, based upon the achievement of annual performance goals.  The parties now desire to increase the maximum amount of the annual bonus that the Executive is eligible to earn.
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Section 4(b) of the Employment Agreement is hereby amended in its entirety to read as follows:
For each fiscal year of the Term, beginning with fiscal year 2016, the Executive shall be eligible to earn an annual bonus award (the " Bonus ") of up to 60% of Base Salary (or any higher amount approved by the Compensation Committee), based upon the achievement of annual performance goals established by the Compensation Committee.  The amount of Bonus to be paid to Executive for any year of this Agreement may, at the sole discretion of the Compensation Committee, be (i) prorated for the number of months which Executive was employed by the Company during such year and (ii) paid on or prior to March 15 of the following year.
2.
In all other respects, the Employment Agreement is hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
GSE SYSTEMS, INC.
By:  /s/ Kyle J. Loudermilk
Kyle J. Loudermilk
Chief Executive Officer
EXECUTIVE
/s/ Emmett Pepe
Emmett Pepe
\