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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


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): May 5, 2023

LINCOLN EDUCATIONAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in Charter)

New Jersey
000-51371
57-1150621
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

14 Sylvan Way, Suite A, Parsippany, NJ 07054
(Address of Principal Executive Offices)   (Zip Code)

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

Not applicable
(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:

Title of each class
Trading
Symbol(s)
Name of each exchange on which
registered
Common Stock No Par Value
LINC
NASDAQ

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 5, 2023, Lincoln Educational Services Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 31,512,405 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 16, 2023 the record date for the Annual Meeting. There were 27,638,077 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 and, regarding the frequency of future “say-on-pay” votes, the shareholders approved holding such a vote annually as recommended by our Board of Directors. 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 5, 2023 and the final voting results for each proposal:
 
Proposal Number 1:  To elect the following 9 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.  Each nominee for director was elected by a vote of the shareholders as follows:
 
Nominee
Votes For
Votes Withheld
Broker
Non-Votes
John A. Bartholdson
19,725,504
2,116,817
5,795,756
James J. Burke, Jr.
18,843,514
2,998,807
5,795,756
Kevin M. Carney
21,664,401
177,920
5,795,756
J. Barry Morrow
21,728,464
113,857
5,795,756
Michael A. Plater
18,908,765
2,933,556
5,795,756
Felecia J. Pryor
18,920,802
2,921,519
5,795,756
Carlton E. Rose
21,664,709
177,612
5,795,756
Scott M. Shaw
21,827,260
15,061
5,795,756
Sylvia J. Young
20,858,248
984,073
5,795,756

Proposal Number 2: To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement.  The proposal was approved by a vote of the shareholders as follows:
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
17,911,296
2,955,750
975,275
5,795,756

Proposal Number 3: To approve the frequency of future advisory votes on the Company’s compensation of named executive officers.  The frequency of future advisory votes on the Company’s compensation of named executive officers every year was approved by a vote of the shareholders as follows:

Every Year
Every Two
Years
Every Three
Years
Abstentions
Broker
Non-Votes
20,840,749
166,426
787,366
47,780
5,795,756

Proposal Number 4:  To approve an amendment to the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (the “LTIP”) to increase the number of shares available for grant under the LTIP.  The proposal was approved by a vote of the shareholders as follows:

Votes For
Votes Against
Abstentions
Broker
Non-Votes
20,702,299
208,957
931,065
5,795,756

Proposal Number 5: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.  The proposal was approved by a vote of the shareholders as follows:
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
27,508,946
118,686
10,445
not applicable

Item 7.01
Regulation FD Disclosure.
 
On May 5, 2023, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting of Shareholders.  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 in this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.




Management Presentation at the 2023 Annual Meeting of Shareholders




104
Cover Page Interactive Data File (embedded within the inline XBRL document).

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.
LINCOLN EDUCATIONAL SERVICES CORPORATION



Date:  May 8, 2023





By:
/s/ Alexandra M. Luster
  

Name:
Alexandra M. Luster

Title:
SVP, General Counsel & Secretary


Exhibit 99.1

 PUT YOUR POTENTIAL TO WORK  2023 Shareholders’ Meeting  Year Ended December 31, 2022 
 
 Lincoln Graduates are Essential Workers  2  Approximately 90% of our students are pursuing careers that the U.S Department of Homeland Security considers Essential Critical Infrastructure Workers. 
 
 Demand for “Middle Skills Training”  3  Middle-skill jobs, which require education beyond high school but not a four-year degree, make up the largest part of America’s labor market.   (Source: National Skills Coalition)  Lincoln connects employers with entry level trained professionals from the adult, high school and military sectors. 
 
 Financial Trends Total Year 2019 – 2022  4  Refer to appendix for adjusted EBITDA Reconciliation  Revenue includes transitional segment  Adjusted starts and average population exclude transitional segment 
 
 5  Revenue, Starts, & Average Population: Total Year($ in millions)  Revenue  Average Pop  Starts  3.9%  Excludes Transitional Segment 
 
 Investment Opportunity  Employers cannot find enough technically trained employees and with the infrastructure bill passed demand for skilled workers should be even greater  Lincoln is a leading, technical, hands-on educator and trainer serving high demand industries (transportation, skilled trades and healthcare) facing this Skills Gap  Proven ability to grow population and revenue in high and low unemployment markets  Long term significant operating leverage with approximately 40% of incremental revenue dropping to the bottom line  Strong balance sheet with resources to expand programs and campuses to accelerate growth  Lincoln has emerged from the COVID-19 disruption in an excellent position for growth  Lincoln has historically benefited from economic slowdowns  Renewed attention on healthcare careers  Methods of operating under distance learning can be retained to deliver education under a more efficient blended strategy going forward  Skills Gap  Leader  Growth  Profitability  Efficient Delivery  Balance Sheet  6 
 
 Silver Tsunami – aging baby-boomers retiring from the workplace  Growing skepticism of the value of college  Employers struggle to find interested candidates  Simple jobs have become more complex with technology  Strong demand in healthcare, manufacturing and construction  Infrastructure spending will exacerbate the shortage  Less stigma – Essential Workers  Demand  Supply  Societal pressure to go to college  Elimination of Vo-Tec programs  7  GAP  Drivers of Organic Demand for Training 
 
 Significant Opportunity for Organic Growth  BLS data for annual new hires for Lincoln’s top programs  National figures cited above are based on projected annual job openings which refers to the average annual job openings due to growth and net replacement. This data was compiled from the U.S. Dept. of Labor, Bureau of Labor Statistics, for the years 2021 through 2031, www.careeronestop.org, captured on February 28, 2023. State-specific employment projections can also be found at careeronestop.org.  8 
 
 9  Based on IPEDS (The Integrated Postsecondary Education Data System) data collected for 2021 graduates 
 
 New Programs for 2023  Medical Assisting at 1 campus  Electrical at 1 campus  HVAC at 1 campus  2024: 7 additional programs  Efficiencies through Centralization and Automation resulting in cost optimization  Expansion of standardization hybrid teaching model  Buy : Acquisition  Strategic acquisition to expand market share  Diversify Program Offerings  Leverage cost saving synergies  New School Construction  Expand to markets where Lincoln does not have geographic presence  Create a new efficient and streamlined campus model  Lincoln’s Growth Strategy  Organic Growth  Inorganic Growth  Growth Strategy  10 
 
 Campuses Across the Country  11  Opportunity for expansion in the South and West 
 
 EBITDA Growth 2022 - 2025  * Adjusted EBITDA, excludes stock-based compensation  * Does not include any future campuses  12 
 
 Our Superior Educational Approach  13  Feedback Integration  Student Support  Industrial Infrastructure  Engaging Curriculum  Graduation and Placement  Employment Assistance  Develop training programs with feedback from employers and key industry associations to understand gaps and needs  Integrate industry preferred licensing and certifications into the curriculum  Provide robust student support services to ensure strong outcomes  Build labs and shops that replicate the working environment using professional grade equipment and tools  Incorporate cutting edge education technology with animations, videos and simulations to make learning active and engaging  Superior graduation rates and placement rates  Expect students to meet employability standards for appearance, attendance and professional attitude while in school  Offer an accelerated program with multiple entry points to allow students to graduate quickly and enter the workforce earlier 
 
 Growing Base of Industry Partners  Positions Lincoln as long-term solutions provider for both entry level technicians and advanced workforce training  Employers appreciate the technical and soft skills of our students  Partners provide validation of the quality of our education  Co-branding opportunities with elite partners helps attract new students  Partners provide better job opportunities for our graduates 
 
 Compliance Stats  15  90/10 Rule : This rule caps the percentage of revenue that a proprietary institution can receive from federal financial aid sources at 90%; the other 10% of revenue must come from alternative sources.  CDR : It is the percentage of a school's borrowers who enter repayment on certain Federal Family Education Loan (FFEL) Program or William D. Ford Federal Direct Loan (Direct Loan) Program loans during a particular federal fiscal year (FY), October 1st to September 30th, and default or meet other specified conditions prior to the end of the second following fiscal year.  Composite Score : the DOE composite score reflects the overall financial health of an institution. The score can be anywhere along the scale from negative 1.0 to positive 3.0. If an institution receives a score greater than or equal to 1.5, the institution is considered financially responsible.      FY 2022  FY 2021  Metrics  Company Overall  New Britain OPEID  Indianapolis OPEID  Iselin OPEID  Company Overall  New Britain OPEID  Indianapolis OPEID  Iselin OPEID  90/10  74%   75%   71%  80%  75%    77%  72%    80%  90/10*  80%  80%  79%  83%  82%  82%  82%  83%  CDR**  2.7%  2.9%  2.9%  1.9%  9.8%  10.3%  11.3%  6.6%  Composite Score  2.9            3.0           This data is the annual data submitted to ACCSC for completion and employment rates for programs offered as of July 1, 2022  Total Students Available for Grad.   Total Grads  Completion Percentage  Grads. Available for Employment  Total Employed   Employment Percentage  13,696  8,833  64.5%  8,509  6,924  81.4%  * Currently veteran’s educational benefits is not included as part of the 90% limit, however, if it was included, the Company’s ratio would remain below 90%    as shown in the adjusted ratio.  ** 2019 cohort reported in FY22, 2018 cohort reported in FY21. 
 
 Experienced Management Team (Years at Lincoln)  16  Scott Shaw  President and CEO  (21)  Brian Meyers  EVP, CFO & Treasurer (19)  Stephen Buchenot   EVP of Campus Operations (30)  Chad Nyce  EVP, Chief Innovation Officer (2)  Alexandra Luster  SVP, General Counsel & Secretary (27)  Susan English  SVP of Career Services & Industry Partners (37)  Francis Giglio  SVP of Compliance and Regulatory (18)  James Rasmussen  SVP Admissions  (15)  Peter Tahinos  SVP of Marketing  (7)  Val Thomas  SVP & Chief Information Officer (12)  Stephen Ace  SVP of Human Resources (14) 
 
 Board of Directors  J. Barry Morrow  Non-Executive Chairman, Lincoln Educational Services; Founder & Chief Executive Officer, BK Capital Group  James J. Burke, Jr.  Founder & Managing Partner, JJB Capital Partners LLC  Kevin M. Carney  Former Executive Vice President & Chief Financial Officer, Web.com Group Inc.  Carlton Rose  Former President, Global Fleet Maintenance & Engineering, UPS; 1981 Lincoln Tech Graduate  Dr. Michael A. Plater  Former University President, Strayer University  Scott M. Shaw  President & Chief Executive Officer, Lincoln Educational Services  John A. Bartholdson  Co-Founder & Partner, Juniper Investment Co. LLC  Felecia Pryor  SVP and Chief People Officer, Deere & Company  17  Sylvia J. Young  Former President & Chief Executive Officer HCA Continental Division 
 
  A national leader in hands-on transportation, skilled trades, and healthcare    training  Organic revenue growth with increasing profitability  The skills gap will drive growth for the next decade   In a down economy, Lincoln’s growth and profitability can increase    substantially  Opportunities to expand footprint and program offerings for additional growth  Capacity at campuses provides high operating leverage on incremental growth  Strong student outcomes and regulatory record  Investment Merits  18