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) November 7, 2008

 

GP Strategies Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Registrant’s telephone number, including area code:  (410) 379-3600

 

 

(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 (see General Instruction A.2. below):

 

        o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

        o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

        o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

        o    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

 

The Compensation Committee of the Board of Directors of GP Strategies Corporation, a Delaware corporation (“the Company”), approved the grant of restricted stock units to the Board of Directors and certain of the Company’s officers and key employees. On November 7, 2008, an aggregate of 312,500 restricted stock units were granted pursuant to the Company’s 2003 Incentive Stock Plan. The restricted stock units vest over the course of four years with 25% vesting on each anniversary subsequent to the November 7, 2008 grant date.

 

The following Named Executive Officers were granted restricted stock units:

 

Name		Title		No. of Stock Units
Scott N. Greenberg		Chief Executive Officer		20,000
Douglas E. Sharp		President		17,500
Sharon Esposito-Mayer		Executive Vice President & Chief Financial Officer		13,333
Karl Baer		Executive Vice President		12,500

 

The Company will file the Stock Unit Agreements for the Named Executive Officers with its annual report on Form 10-K for the year ended December 31, 2008.

 

2

 

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.

 

	GP STRATEGIES CORPORATION
Date: November 13, 2008	/s/ Kenneth L. Crawford
	Kenneth L. Crawford
	Senior Vice President, General Counsel & Secretary

 

3