form8k_012408options.htm
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
Date
of
report (Date of earliest event reported) January 22, 2008
GSE
SYSTEMS, INC.
----------------------
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-26494
|
52-1868008
|
| |
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
7133
Rutherford Rd., Suite 200, Baltimore, MD 21244
--------------------------------------------------------
(Address
of principal executive office and zip code)
(410)
277-3740
--------------------
Registrant's
telephone number, including area code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation or the registrant under any of the following
provisions (see General Instructions A.2 below):
[ ]
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.
(e)
In
accordance with and pursuant to its authority under the Company’s compensation
plan for the Board of Directors, the Compensation Committee approved the annual
grant of Non-qualified Options to each Non-employee Director to purchase 10,000
shares of the Company’s common stock as of January 22, 2008 at an exercise price
of $9.70 per share. The options will vest as follows: 40%
one year from date of grant; another 30% two years from date of grant; and
another 30% three years from date of grant. The Non-employee
Directors receiving the option grants were: Dr. Sheldon Glashow,
Scott Greenberg, Dr. Roger Hagengruber, Joseph Lewis, George Pedersen and O.
Lee
Tawes, III.
The
current Director compensation plan is as follows:
Annual
Retainer: An annual retainer of $12,000 will be paid to all Directors who do
not
chair a committee and have not been employees of the Company for the last three
years (“Non-employee Directors”) and who are otherwise eligible in accordance
with applicable company policies and regulatory guidelines and
requirements. The Chairman of the Audit Committee, the Chairman of
the Compensation Committee and the Chairman of the Board will each be paid
an
annual retainer of $25,000 per year.
Board
and Committee Meeting Attendance Fees: all Non-employee Directors
will be paid $1,500 for each Board meeting attended. Members of the
Audit Committee and the Compensation Committee will receive $500 for each
Committee meeting attended.
Stock
Options: On an annual basis, each Non-employee Director will be
awarded non-qualified GSE stock options to purchase 10,000 shares of the
Company’s common stock, pursuant to the Company’s 1995 Long-Term Incentive Plan
(as amended).
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.
| |
|
GSE
SYSTEMS, INC.
|
| |
|
|
|
Date:
January 24, 2008
|
|
/s/
Jeffery G. Hough
|
| |
|
Jeffery
G. Hough
|
| |
|
Senior
Vice President and
|
| |
|
Chief
Financial
Officer
|