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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 8, 2025

LINCOLN EDUCATIONAL SERVICES CORPORATION

(Exact name of registrant as specified in its 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))
 
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 per share
LINC
The NASDAQ Stock Market LLC

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. ☐



Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 8, 2025, Lincoln Educational Services Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 31,592,807 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 20, 2025, the record date for the Annual Meeting. There were 27,460,155 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. 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 10, 2025, and the final voting results for each proposal:
 
Proposal Number 1:  To elect the following 10 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2026 Annual Meeting of Shareholders or 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
23,028,488
102,827
4,328,840
James J. Burke, Jr.
22,744,158
387,157
4,328,840
Anna Cabral
23,031,509
99,806
4,328,840
Kevin M. Carney
23,028,513
102,802
4,328,840
Marta Newhart
22,981,600
149,715
4,328,840
Michael A. Plater
22,757,908
373,407
4,328,840
Felecia J. Pryor
22,760,865
370,450
4,328,840
Carlton E. Rose
22,818,037
313,278
4,328,840
Scott M. Shaw
23,028,523
102,792
4,328,840
Sylvia J. Young
22,892,337
238,978
4,328,840

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
21,638,935
1,264,293
228,087
4,328,840

Proposal Number 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.  The proposal was approved by a vote of the shareholders as follows:
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
27,120,230
324,105
15,820
not applicable

Item 7.01
Regulation FD Disclosure.
 
On May 8, 2025, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting.  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 contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.


Item 8.01
Other Events.

On May 8, 2025, the Company announced that the Board of Directors has authorized the continuation of the share repurchase program (the “Share Repurchase Program”) originally established on May 24, 2022 for repurchases of up to $30 million of the Company’s outstanding Common Stock over a 12-month period, which was subsequently extended and expanded to authorize up to $40 million in repurchases. To date, the Company has made repurchases of approximately 1.7 million shares of the Company’s Common Stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for additional repurchases under the Share Repurchase Program.

Purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated transactions or by other means as determined by the Company’s management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice.

The information contained under this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.


Shareholder  Presentation at the 2025 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 13, 2025




By:
/s/ Alexandra M. Luster


Name: Alexandra M. Luster

Title:   SVP, General Counsel & Secretary



EX-99.1 2 ef20048933_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

 2025 Shareholders’ Meeting 
 

 Safe Harbor Statement  Statements in this presentation regarding Lincoln’s business that are not historical facts may be “forward-looking statements” as that term is defined in the federal securities law. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Generally, these statements relate to business plans or strategies and projections involving anticipated revenues, earnings, or other aspects of the Company’s operating results. The Company cautions you that these statements concern current expectations about the Company’s future performance or events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projects upon which the statements are based including, without limitation, impacts related to epidemics or pandemics; our failure to comply with the extensive regulatory framework applicable to our industry or our failure to obtain timely regulatory approvals in connection with acquisitions or a change of control of our Company; our success in updating and expanding the content of existing programs and developing new programs for our students in a cost-effective manner or on a timely basis; risks associated with cybersecurity; risks associated with changes in applicable federal laws and regulations; uncertainties regarding our ability to comply with federal laws and regulations, such as the 90/10 rule and prescribed cohort default rates; risks associated with the opening of new campuses; risks associated with integration of acquired schools; industry competition; our ability to execute our growth strategies; conditions and trends in our industry; general economic conditions; and other factors discussed in the “Risk Factors” section of our Annual Reports and Quarterly Reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and Lincoln undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise after the date hereof. 
 

 2024 was an Outstanding Year  We achieved or exceeded our guidance  Grew our revenue by 16%  Increased our profitability by 60%  Increased our starts by 15%  Increased our ending population by 14%  No debt and $60 million in cash  Opened our first new campus in 19 years  Replicated 5 programs  Strong reaccreditation visits  More visits by public officials  Expanded our partnerships 
 

 Annual Summary  ($ in millions)  Full Year Revenue & Adj. EBITDA Margin  Full Year Adj. EBITDA  Adjusted EBITDA excludes Somerville campus, East Point, GA (Atlanta) campus for Q1 & Q2 2024, other new campus / new program start-up costs, and  other one-time items  Full Year Starts  Full Year Avg Pop 
 

 A Resurgence of the Trades  Skepticism about ROI of college  Cost of education  Practical, AI proof careers  Solid middle class opportunities  Growing demand  Over 95% of our students are pursuing careers that the U.S Department of Homeland Security considers Essential Critical Infrastructure Workers.  The Toolbelt Generation 
 

 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  Continuing our strong track record of profitability with increasing operating leverage  Strong balance sheet with resources to expand programs and campuses to accelerate growth  Continuing efforts to streamline and standardize operations including moving to a more efficient hybrid learning model, and standardizing curriculum.  Hybrid model is more attractive to students  Skills Gap  Leader  Growth  Profitability  Increasing Efficiency  Balance sheet 
 

 Our Superior Educational Approach  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 
 

 Lincoln Tech  Largest Provider of Automotive and Skilled Trade Graduates in the East  Source: IPEDS completions survey 2022-23 
 

 Growth Strategy  New Programs  2024: 4 additional  programs and 1 expansion  2025: 5 additional  programs and 2 expansions  New programs expected to generate ~$1M+ of EBITDA 36 months after opening  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  Evaluate new and adjacent markets to expand our campus footprint  Create a new efficient and streamlined campus model  Relocation of existing campuses to expand program offerings  New campuses expected to generate ~$6M of EBITDA 36 months after opening  Lincoln’s Growth Strategy  Organic Growth  Inorganic Growth 
 

 Strategic Growth Plan  * New Locations: East Point, GA; Houston, TX; Levittown, PA (Philadelphia); and Nashville, TN. 2027 Adjusted EBITDA does not include Hicksville, NY  which is projected to open Q4 2026 and will be adjusted for losses during the first year of opening.  ** 2027 Net Income includes losses from new campus in Hicksville, NY during first year of opening  $15  $12  $21  2024 Adjusted EBITDA  Base Growth (incl. Efficiencies)  New Programs  New Locations*  2027 Adjusted EBITDA  Adjusted EBITDA  (in millions)  Margin: 16%  $42  $90  $36  $27  $90  2024 Base Revenue  Base Growth  New Programs  New Locations*  2027  Revenue  Revenue  (in millions)  $397  $550  Excludes East Point, Philadelphia, and Nashville campuses  S t a r ted f r o m a p o s i t ion o f s t r e ngth  G r o w th b y e x p a nd ing  o ur s t r o nges t  p r o g r ams  G r o w th f r o m e x p a nsio n t o ne w ma r k ets  Margin: 41%  Margin: 44%  Margin: 23%  2027 Projections: Net Income: ~$36M** EPS: ~$1.13  Cash from Ops: ~$68M 
 

 Strong Industry Partner Relationships  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 
 

 Experienced Management Team  Alexandra Luster SVP, General Counsel &  Secretary (30)  Val Thomas  SVP & Chief Information Officer (14)  Stephen Ace SVP of Human Resources (16)  Francis Giglio  SVP of Compliance and  Regulatory (21)  James Rasmussen SVP Admissions (18)  Chad Nyce  EVP, Chief Operating  Officer (4)  Scott Shaw President and CEO (23)  Brian Meyers  EVP, CFO & Treasurer (22)  David Shaw SVP Finance (21)  Gina Zaffino SVP Education (4) 
 

 Board Of Directors  Carlton E. Rose  Former President, Global Fleet Maintenance & Engineering, UPS; 1981 Lincoln Tech Graduate  Scott M. Shaw  President & Chief Executive Officer, Lincoln Educational Services  Felecia J. Pryor  Senior Vice President & Chief People Officer, John Deere  Sylvia J. Young  Former President & Chief Executive Officer HCA Continental Division  James J. Burke, Jr. Founder & Managing Member, JJB Capital Partners LLC  Kevin M. Carney Former Executive Vice President & Chief Financial Officer, Web.com Group Inc.  John A. Bartholdson  Non-Executive Chairman, Lincoln Educational Services; Co-Founder & Partner, Juniper Investment Co. LLC  Dr. Michael A. Plater Former University President, Strayer University  Marta Ronquillo Newhart Independent Director, Enterprise Leader & Chief Marketing, Communications & Brand Officer at APCO Worldwide  Anna Cabral Former Treasurer of the United States of America 
 

 Thank You