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

Amendment of Long-Term Incentive Program and Outstanding RSUs

On January 10, 2020, the Board of Directors (the "Board") of GP Strategies Corporation (the "Company") approved the recommendation of the Compensation Committee (the "Compensation Committee") of the Board to amend the Company's Long-Term Incentive Program (which provides for the issuance to certain key executives, including the executive officers listed in the Summary Compensation Table in the Company's proxy statement for its 2019 Annual Meeting of Stockholders, of performance-vesting restricted stock units ("RSUs") under the Company's 2011 Stock Incentive Plan (the "2011 Plan")) (the "LTIP"), and all outstanding RSUs under the 2011 Plan to provide that, to the extent not already vested or previously forfeited, all awards of RSUs will vest on the effectiveness of a Sale of the Company. The amendments define a "Sale of the Company" to be (x) the closing of a sale or other conveyance of all or substantially all of the assets of the Company or (y) the effective time of the acquisition of the Company through a merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the outstanding securities of the Company entitled to vote generally in the election of directors. The foregoing description of the amendments to the LTIP and the outstanding RSUs is a summary and is qualified in its entirety by reference to the Amended Long-Term Incentive Program, which is included as Exhibit 10.1 to this report. Russell Becker Salary Increase The Board approved increasing the base annual salary of Russell Becker, the Company's Executive Vice President - Chief Sales Officer, by $50,000 to $350,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



10.1   Amended Long-Term Incentive Program.






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