UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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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): December 11, 2020

(Exact Name of Registrant as Specified in Charter)

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 736-9340

 

Not applicable

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(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:

 

☐	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))

 

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. ☐

 

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

 

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The information set forth under Item 5.02 below is incorporated in its entirety herein by reference.

On December 10, 2020, Lincoln Educational Services Corporation (the “Company”) entered into new employment agreements with each of Scott M. Shaw, its Chief Executive Officer and President, Brian K. Meyers, its Executive Vice President and Chief Financial Officer, and Steven Buchenot, its Senior Vice President of Campus Operations (collectively, the “Employment Agreements”). The principal purpose of the Employment Agreements was to continue each executive’s employment through December 31, 2022 as the previous employment agreements between the Company and the executives were due to expire by their terms on December 31, 2020.

 

The Employment Agreements contain substantially the same terms as the previous employment agreements between the Company and each of the executives previously disclosed by the Company, except that the annual base salary of each of Mr. Meyers and Mr. Buchenot were increased to $358,955 and $304,387.43, respectively, effective as of January 1, 2020, and Mr. Buchenot’s title was changed to Executive Vice President of Campus Operations.  Mr. Shaw will continue to receive an annual base salary of $500,000 without change.  Each executive will continue to be eligible for an annual performance bonus based upon achievement of performance targets or other criteria as determined by the Company’s Board of Directors or its Compensation Committee and receive substantially similar benefits to those previously received.

 

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

(d)

Exhibits.

 

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.