GPX / GP Strategies Corp. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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US ˙ NYSE ˙ US36225V1044
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LEI 5493006GWK1B65HI6Q32
CIK 70415
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GP Strategies Corp.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
October 25, 2021 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-07234 GP STRATEGIES CORPORATION (Exact name of registrant as specified i

October 15, 2021 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 26, 2021, pursuant to the provisions of Rule 12d2-2 (a).

October 14, 2021 POS AM

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration Statement No.

October 14, 2021 POS AM

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration Statement No.

October 14, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 14, 2021 GP Strategies Corporation (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

October 14, 2021 S-8 POS

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

October 14, 2021 S-8 POS

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

October 14, 2021 POS AM

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration Statement No.

October 14, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GP STRATEGIES CORPORATION FIRST: The name of the corporation (the ?Corporation?) is: GP Strategies Corporation. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, in New Castle County, Delaware 19801. The name of its registered agent at

October 14, 2021 EX-3.2

Second Amended and Restated Bylaws of the Company.

Exhibit 3.2 GP STRATEGIES CORPORATION (the ?Corporation?) SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES 1.01. Registered Office. The Corporation shall maintain a registered office in the State of Delaware. The registered office of the Corporation and the registered agent of the Corporation at such office may be changed from time to time by the Corporation in the manner specified by the Dela

October 14, 2021 S-8 POS

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

October 8, 2021 8-K

Other Events

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): October 7, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Charter) Delaware 1-7234 52-0845774 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 6, 2021 EX-99.1

Toshiba America Energy Systems Corporation Completes Acquisition of GP Strategies’ EtaPRO® Business

Exhibit 99.1 Toshiba America Energy Systems Corporation Completes Acquisition of GP Strategies? EtaPRO? Business WEST ALLIS, WISCONSIN: October 4, 2021 ?Toshiba America Energy Systems Corporation (?TAES?), an affiliate of Toshiba Energy Systems & Solutions Corporation (?Toshiba ESS?), today completed its acquisition of the EtaPRO? business from GP Strategies Corporation (NYSE: GPX), a global provi

October 6, 2021 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 1, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Charter) Delaware 1-7234 52-0845774 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

September 28, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): September 28, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Charter) Delaware 1-7234 52-0845774 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

September 23, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

August 27, 2021 8-K

Other Events

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): August 25, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Charter) Delaware 1-7234 52-0845774 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 27, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

August 24, 2021 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

August 16, 2021 8-K

Other Events

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) August 10, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 11, 2021 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by

August 10, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 1-7234 GP STRATEGIES CORPORATION

August 9, 2021 EX-99.1

GP Strategies Reports Second Quarter 2021 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2021 Financial Results Columbia, MD. August 9, 2021. Global workforce transformation solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2021. Highlights ?Revenue of $128.8 million, for the second quarter of 2021 compared to $106.1 million, for the second quarter of 2

August 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 9, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 26, 2021 SC 13D/A

GPX / GP Strategies Corp / Cove Street Capital, LLC - GOING UNDER 5% Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segundo, CA 90245

July 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

July 19, 2021 SC 13D/A

GPX / GP Strategies Corp / Sagard Capital Partners, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* GP STRATEGIES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title Class of Securities) 36225V104 (CUSIP Number) Samuel Robinson Sagard Capital Partners, L.P. 280 Park Avenue, 3rd Floor West New York, NY 10017 (Name, Address and Te

July 16, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

July 16, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

July 16, 2021 SC 13D/A

GPX / GP Strategies Corp / Cove Street Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segundo, CA 90245

July 15, 2021 EX-99.1

VOTING AND SUPPORT AGREEMENT

Exhibit 99.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?), is made and entered into as of July 15, 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (?Parent?), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (?US H

July 15, 2021 EX-2.1

Agreement and Plan of Merger, dated as of July 15, 2021, by and among Learning Technologies Group plc, Learning Technologies Acquisition Corporation, Gravity Merger Sub, Inc. and GP Strategies Corporation

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among LEARNING TECHNOLOGIES GROUP PLC, GRAVITY MERGER SUB, INC., LEARNING TECHNOLOGIES ACQUISITION CORPORATION, and GP STRATEGIES CORPORATION Dated as of July 15, 2021 TABLE OF CONTENTS Page Article I The Merger 2 1.1 The Merger 2 1.2 Effective Time of the Merger 2 1.3 Closing 2 1.4 Effects of the Merger 2 1.5 Directors and Officers

July 15, 2021 DEFA14A

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): July 15, 2021 GP Strategies Corpora

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): July 15, 2021 GP Strategies Corporation (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 15, 2021 EX-99.3

GP Strategies Agrees to Merge with Learning Technologies Group, Creating One of the World’s Largest Workforce Transformation Companies All-cash consideration represents a premium of approximately 32% for GP Strategies stockholders

Exhibit 99.3 For Immediate Release GP Strategies Agrees to Merge with Learning Technologies Group, Creating One of the World?s Largest Workforce Transformation Companies All-cash consideration represents a premium of approximately 32% for GP Strategies stockholders Columbia, MD., ? July 15, 2021 ? GP Strategies Corporation (NYSE: GPX), a global workforce transformation solutions provider, today an

July 15, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): July 15, 2021 GP Strategies Corporation (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 15, 2021 EX-3.1

Second Amended and Restated Bylaws of GP Strategies Corporation

Exhibit 3.1 GP STRATEGIES CORPORATION SECOND AMENDED AND RESTATED BY-LAWS (Including all amendments through November 17 July 15, 202 0 1) ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in the State of Delaware shall be the City of Wilmington, County of New Castle. Section 2. The Corporation may also have offices at such other places both within and without the

July 15, 2021 EX-99.2

FORM OF OFFICER VOTING AND SUPPORT AGREEMENT

Exhibit 99.2 Execution Version FORM OF OFFICER VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?), is made and entered into as of July , 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (?Parent?), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of

May 10, 2021 EX-2.1

Asset Purchase Agreement, dated as of May 8,, 2021, by and between GP Strategies Corporation and Toshiba America Energy Systems Corporation.

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT Dated as of May 8, 2021 By and Between GP STRATEGIES CORPORATION and TOSHIBA AMERICA ENERGY SYSTEMS CORPORATION TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Article II PURCHASE AND SALE OF PURCHASED ASSETS; ASSUMPTION OF LIABILITIES 20 Section 2.01 Purchase and Sale of the Purchased Assets 21 Section 2.02 Closing 2

May 10, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 10, 2021 EX-99.1

GP Strategies Corporation Signs Asset Purchase Agreement with Toshiba American Energy Systems Corporation to Sell EtaPRO® Business

Exhibit 99.1 GP Strategies Corporation Signs Asset Purchase Agreement with Toshiba American Energy Systems Corporation to Sell EtaPRO? Business Columbia, MD. May 10, 2021. GP Strategies Corporation (NYSE: GPX), a global provider of workforce transformation solutions has reached an agreement with Toshiba America Energy Systems Corporation (?TAES?), an affiliate of Kawasaki, Japan-based Toshiba Ener

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 6, 2021 EX-99.1

GP Strategies Reports Solid First Quarter 2021 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Solid First Quarter 2021 Financial Results Columbia, MD. May 6, 2021. Global workforce transformation solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2021. Highlights ?Gross profit of $21.4 million, or 18.7% on revenue of $114.6 million, for the first quarter of 2021 compared t

May 6, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 1-7234 GP STRATEGIES CORPORATIO

May 3, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title o

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segun

April 30, 2021 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exa

March 12, 2021 EX-10.38

Short Term Incentive Plan adopted on August 8, 2018, as amended through November 17, 2020.*

Exhibit 10.38 Short-Term Incentive Plan ? Effective 11/17/2020 1.Overview The Board of Directors of GP Strategies Corporation adopted this Short-Term Incentive Plan (?STIP?) on November 17, 2020. This STIP supersedes the short-term incentive plan approved by the Board on August 8, 2018. This STIP provides for specific bonus opportunities for all eligible Director level positions and above of GP St

March 12, 2021 EX-21

Subsidiaries of GP Strategies Corporation*

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation GP Strategies Argentina S.

March 12, 2021 EX-10.39

Form of Performance-Based Restricted Stock Unit Agreement between GP Strategies Corporation and certain executive officers.*

Exhibit 10.39 GP STRATEGIES CORPORATION Restricted Stock Units Notice under the GP Strategies Corporation 2011 Stock Incentive Plan (Performance-based Grant) Name of Grantee: %%FIRSTNAME%-% %%LASTNAME%-% This Notice evidences the award of restricted stock units (each, an ?RSU,? and collectively, the ?RSUs?) of GP Strategies Corporation, a Delaware corporation (the ?Company?), that have been grante

March 12, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact

March 12, 2021 EX-10.37

Long Term Incentive Plan adopted on April 20, 2018, as amended through November 17, 2020.*

Exhibit 10.37 GP Strategies Corporation 2021 Long-Term Incentive Program (LTIP) Overview The Compensation Committee of the Board of Directors of GP Strategies Corporation (the ?Company?) adopted this Long-Term Incentive Plan (?LTIP?) on November 17, 2020. This LTIP supersedes all prior long-term incentive programs. The Company will make any grants under this LTIP pursuant to the GP Strategies Corp

March 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 11, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 11, 2021 EX-99.1

GP Strategies Reports Strong Fourth Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Strong Fourth Quarter 2020 Financial Results Columbia, MD. March 11, 2021. Global workforce transformation solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended December 31, 2020. Overview: Income Statement Highlights: •Revenue of $123.1 million for the fourth quarter of 2020 compared to $115.

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* GP Strategies Corp (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

January 29, 2021 SC 13G/A

SC 13G/A

us36225v1044012921.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) GP Strategies Corporation - (Name of Issuer) Common Stock - (Title of Class of Securities) 36225V104 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

January 5, 2021 EX-99.1

INVESTOR PRESENTATION 50+ years of providing insight and innovation January 2021 Together we make trans٦ormation happen CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES This presentation contains ٦orward-looking statem

gpx-investorpresentation INVESTOR PRESENTATION 50+ years of providing insight and innovation January 2021 Together we make trans٦ormation happen CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES This presentation contains ٦orward-looking statements within the meaning o٦ Section 27A o٦ the Securities Act o٦ 1933, as amended, and Section 21E o٦ the Securities Exchange Act o٦ 1934, as amended (the “Exchange Act”).

January 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) January 5, 2021 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

December 15, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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) December 15, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

December 15, 2020 EX-99.1

Investor Presentation of GP Strategies Corporation dated December 15, 2020.

ex991gpxinvestorpresenta

December 3, 2020 SC 13D/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segun

November 23, 2020 EX-3.1

GP Strategies Corporation Amended and Restated By-Laws, including all amendments through November 17, 2020.

Exhibit 3.1 GP STRATEGIES CORPORATION AMENDED AND RESTATED BY-LAWS (Including all amendments through November 17, 2020) ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in the State of Delaware shall be the City of Wilmington, County of New Castle. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware

November 23, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

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 17, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 16, 2020 SC 13D/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segun

November 6, 2020 EX-10.4

Transition Agreement between GP Strategies Corporation and Scott N. Greenberg, dated July 21, 2020.*

Exhibit 10.4 TRANSITION AGREEMENT This Transition Agreement (this “Agreement”) is entered into on July 21, 2020 (the “Effective Date”), by and between GP Strategies Corporation, a Delaware Corporation (the “Company”), and Scott N. Greenberg (“Executive,” and Executive and the Company collectively, the “Parties”). WHEREAS, Executive transitioned from the role of Chief Executive Officer of the Compa

November 6, 2020 EX-10.1

Consent and Fifth Amendment to Credit Agreement, by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited, GP Strategies Training Limited and TTi Global, Inc., as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of September 30, 2020

Exhibit 10.1 CONSENT AND FIFTH AMENDMENT CONSENT AND FIFTH AMENDMENT (this “Consent and Fifth Amendment”), dated as of September , 2020, by and among GP STRATEGIES CORPORATION, a Delaware corporation (the “Parent”), GENERAL PHYSICS (UK) LTD., a company organized and existing under the law of England and Wales with company number 03424328 (“General Physics UK”), GP STRATEGIES HOLDINGS LIMITED, a co

November 6, 2020 EX-10.6

Restricted Stock Unit Grant Agreement between GP Strategies Corporation and Scott N. Greenberg, dated July 21, 2020.*

Exhibit 10.6 GP STRATEGIES CORPORATION Restricted Stock Units Notice under the GP Strategies Corporation 2011 Stock Incentive Plan (Performance-based Grant) Name of Grantee: Scott Greenberg This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of GP Strategies Corporation, a Delaware corporation (the “Company”), that have been granted to you pursu

November 6, 2020 EX-10.8

Form of Restricted Stock Unit Agreement between GP Strategies Corporation

Exhibit 10.8 STOCK UNIT AGREEMENT THIS STOCK UNIT AGREEMENT (this “Agreement”) is made as of %%AWARDDATE,’Month DD, YYYY’%-%, by and between GP STRATEGIES CORPORATION, a Delaware corporation (“GPS”), and %%FIRSTNAME%-%%%LASTNAME%-% (“Recipient”). A. Recipient is an employee, officer or director of GPS or an entity that is directly or indirectly controlled by GPS (“Controlled Entity”); and B. GPS i

November 6, 2020 EX-10.3

Employment Agreement between GP Strategies Corporation and Adam H. Stedham, dated July 21, 2020.*

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 21st day of July 2020, by and between GP Strategies Corporation, a Delaware corporation with its principal place of business at 11000 Broken Land Parkway, Suite 200, Columbia, Maryland 21044 (“GP Strategies”), and Adam H. Stedham, with a residence in Columbia, Maryland (“Employee”). Background GP Stra

November 6, 2020 EX-10.2

Separation Agreement between GP Strategies Corporation and Kenneth L. Crawford, dated August 21, 2020.*

Exhibit 10.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement") is dated and made as of August 21, 2020, between GP Strategies Corporation , a Delaware corporation (the “Company”' ), and Kenneth L. Crawford (" Employee" ). BACKGROUND Employee currently serves as Executive Vice President, General Counsel and Secretary for the Company . Employee and the Company are parties to the Empl

November 6, 2020 EX-10.7

Form of Performance-Based Restricted Stock Unit Agreement between GP Strategies Corporation and certain executive officers

Exhibit 10.7 GP STRATEGIES CORPORATION Restricted Stock Units Notice under the GP Strategies Corporation 2011 Stock Incentive Plan (Performance-based Grant) Name of Grantee: %%FIRSTNAME%-% %%LASTNAME%-% This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of GP Strategies Corporation, a Delaware corporation (the “Company”), that have been granted

November 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPOR

November 6, 2020 EX-10.5

Restricted Stock Unit Grant Agreement between GP Strategies Corporation and Adam H. Stedham, dated September 11, 2020.*

Exhibit 10.5 STOCK UNIT AGREEMENT THIS STOCK UNIT AGREEMENT (this “Agreement”) is made as of September 11, 2020 by and between GP STRATEGIES CORPORATION, a Delaware corporation (“GPS”), and Adam Stedham (“Recipient”). A. Recipient is an employee, officer or director of GPS or an entity that is directly or indirectly controlled by GPS (“Controlled Entity”); and B. GPS is offering this Agreement to

November 5, 2020 EX-99.1

GP Strategies Reports Third Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Third Quarter 2020 Financial Results Columbia, MD. November 5, 2020. Global workforce transformation solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended September 30, 2020. Overview: •Revenue of $115.6 million for third quarter of 2020 compared to $139.0 million for third quarter of 2019 and

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 5, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

October 27, 2020 SC 13D/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segun

October 14, 2020 EX-99.1

GP Strategies Decreases Real Estate Expenses as they Make a Permanent Shift to Increased Remote Work

EX-99.1 3 gpstrategiespressrelea.htm EX-99.1 Exhibit 99.1 NEWS RELEASE GP Strategies Decreases Real Estate Expenses as they Make a Permanent Shift to Increased Remote Work COLUMBIA, Md., October 14, 2020 /PRNewswire/ - Global workforce transformation solutions provider GP Strategies Corporation (NYSE: GPX) reported today that it has entered into an amendment to the lease for its headquarters facil

October 14, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

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) October 8, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

October 14, 2020 EX-10.1

Third Amendment to Lease Agreement, executed on October 8, 2020 by and between 70 CC, LLC, a Delaware limited liability company ("Landlord") and GP STRATEGIES CORPORATION, a Delaware corporation ("Tenant").

Exhibit 10.1 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into effective as of October 5, 2020 (the “Effective Date”), between 70 CC, LLC, a Delaware limited liability company (“Landlord”), and GP STRATEGIES CORPORATION, a Delaware corporation (“Tenant”), with reference to the following: A.Landlord and Tenant entered into that certain Maryland Full-Service O

September 22, 2020 8-K

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) September 21, 2020 GP Strategies Cor

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) September 21, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

September 11, 2020 S-8

- S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-0845774 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 70 Corporate Center 11000 Broken Land Parkway, Suite 200 Colum

September 3, 2020 8-K

Submission of Matters to a Vote of Security Holders

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) September 1, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

September 3, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

August 7, 2020 EX-99.1

GP Strategies Reports Second Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2020 Financial Results Columbia, MD. August 7, 2020. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2020. Overview: •Cash flow from operations of $22.9 million for second quarter of 2020 compared to cash used in operations of $3.7 m

August 7, 2020 EX-10.1

Fourth Amendment to Credit Agreement, dated May 7, 2020, by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited, GP Strategies Training Limited and TTi Global, Inc., as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of November 30, 2018.*

Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2020, by and among GP STRATEGIES CORPORATION, a Delaware corporation (the “Parent”), GENERAL PHYSICS (UK) LTD., a company organized and existing under the law of England and Wales with company number 03424328 (“General Physics UK”), GP STRATEGIES HOLDINGS LIMITED, a company

August 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION

August 7, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 7, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 23, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) July 17, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 22, 2020 DEFR14A

- DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

July 20, 2020 DEF 14A

GP Strategies Corporation 2011 Stock Incentive Plan, As Amended. Incorporated herein by reference to Appendix A of the Registrant’s Form DEF 14A filed on July 20, 2020.

DEF 14A 1 a2020proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

July 20, 2020 DEFA14A

- DEFA14A

DEFA14A 1 formdefa14a72020.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as p

July 13, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) July 7, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 8, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) July 1, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 8, 2020 EX-99.1

GP Strategies Confirms Adam Stedham As New Chief Executive Officer

Exhibit 99.1 NEWS RELEASE GP Strategies Confirms Adam Stedham As New Chief Executive Officer Columbia, MD. July 8, 2020 - Global performance improvement solutions provider GP Strategies Corporation (the “Company”) (NYSE: GPX) announced today that its Board of Directors appointed Adam H. Stedham as the Chief Executive Officer of the Company, after serving on an interim basis since June 9, 2020, fol

June 15, 2020 EX-99.1

GP Strategies Announces Leadership Changes Scott Greenberg to Step Down from CEO Role, Remain as Chairman and Senior Advisor Adam Stedham Appointed Interim CEO and Elected to Board of Directors

Exhibit 99.1 NEWS RELEASE GP Strategies Announces Leadership Changes Scott Greenberg to Step Down from CEO Role, Remain as Chairman and Senior Advisor Adam Stedham Appointed Interim CEO and Elected to Board of Directors Columbia, MD. June 15, 2020 - GP Strategies Corporation (the “Company”) (NYSE: GPX) announced today that Scott N. Greenberg is stepping down from his role as CEO of the Company and

June 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) June 9, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 26, 2020 SC 13D/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segun

May 12, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 7, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 11, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 11, 2020 EX-99.1

GP Strategies Reports First Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports First Quarter 2020 Financial Results Columbia, MD. May 11, 2020. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2020. Overview: •Cash flow from operations of $9.8 million for first quarter of 2020 compared to cash used in operations of $2.6 milli

May 11, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATIO

April 29, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ý Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ¨Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exac

April 1, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 26, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 10, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact

March 10, 2020 EX-10.30

Form of Performance-Based Restricted Stock Unit Agreement. *

Exhibit 10.30 GP STRATEGIES CORPORATION RESTRICTED STOCK UNITS NOTICE UNDER THE GP STRATEGIES CORPORATION 2011 STOCK INCENTIVE PLAN (PERFORMANCE-BASED GRANT) Name of Grantee: This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of GP Strategies Corporation, a Delaware corporation (the “Company”), that have been granted to you pursuant to the GP S

March 10, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 10, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 10, 2020 EX-10.27

Third Amendment to Credit Agreement, dated June 28, 2019, by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited, GP Strategies Training Limited and TTi Global, Inc., as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of December 24, 2019. *

Exhibit 10.27 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 24, 2019, by and among GP STRATEGIES CORPORATION, a Delaware corporation (the “Parent”), GENERAL PHYSICS (UK) LTD., a company organized and existing under the law of England and Wales with company number 03424328 (“General Physics UK”), GP STRATEGIES HOLDINGS LIMITED, a co

March 10, 2020 EX-10.29

Employment Agreement between GP Strategies Corporation and Patricia Begley. *

Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 7, 2011, is between General Physics Corporation, a Delaware corporation with principal executive offices at 6095 Marshalee Drive, Suite 300, Elkridge, Maryland 21075 (the “Company”), and Patricia R. Begley, residing at 1 Woodsfield Ct, Medford, New Jersey 08055 (“Employee”). W I T N E S S E T H WHERE

March 10, 2020 EX-4.1

Description of Securities.*

Exhibit 4.1 DESCRIPTION OF SECURITIES The following is a brief description of the securities of GP Strategies Corporation (the “Company” or “we,” “us” or “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our stock does not purport to be complete and is subject to and qualified in its entirety by refere

March 10, 2020 EX-10.28

Employment Agreement between GP Strategies Corporation and Russell Becker. *

Exhibit 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 27th day of December, 2017, by and between GP Strategies Corporation, a Delaware corporation with its principal place of business at 11000 Broken Land Parkway, Suite 200, Columbia, Maryland 21044 (“GP Strategies”), and Russell Becker, with a residence at 6610 South Face Circle, Lincoln, Nebraska 6851

March 10, 2020 EX-99.1

GP Strategies Reports Improved Fourth Quarter and Full Year 2019 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Improved Fourth Quarter and Full Year 2019 Financial Results Columbia, MD. March 10, 2020. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended December 31, 2019. Overview: • Revenue of $155.4 million for fourth quarter of 2019 compared to $132.9 million for fou

March 10, 2020 EX-21

Subsidiaries of GP Strategies Corporation*

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation GP Strategies Argentina S.

February 12, 2020 SC 13G/A

GPX / GP Strategies Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* GP STRATEGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

January 22, 2020 S-8

GPX / GP Strategies Corp. S-8 - - S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-0845774 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 70 Corporate Center 11000 Broken Land Parkway, Suite 200 Colum

January 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) January 10, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

January 16, 2020 EX-10.1

GP Strategies Corporation 2018 Amended Long Term Incentive Plan, as amended January 10, 2020. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 8-K filed on January 16, 2020.

Exhibit 10.1 GP Strategies Corporation 2018 Amended Long-Term Incentive Program (LTIP) Overview The Compensation Committee of the Board of Directors of GP Strategies Corporation (the “Company”) adopted this Long-Term Incentive Plan (“LTIP”) on April 20, 2018 and it was amended by the Board of Directors on January 10, 2020. This LTIP supersedes all prior long-term incentive programs. The Company wi

January 8, 2020 8-K

Financial Statements and Exhibits, Other Events

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) January 8, 2020 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

January 8, 2020 EX-99.1

GP Strategies Divests Its Alternative Fuels Division

Exhibit 99.1 NEWS RELEASE GP Strategies Divests Its Alternative Fuels Division COLUMBIA, MD., January 8, 2020- GP Strategies Corporation (NYSE: GPX) has divested its Alternative Fuels Division to Nikkiso Cryogenic Industries’ Clean Energy and Industrial Gases Group, a subsidiary of Nikkiso Co., Ltd (Japan).The sale was effective January 1, 2020. GP Strategies’ Alternative Fuels Division has been a

November 21, 2019 EX-99.1 CHARTER

EX-99.1 CHARTER

Exhibit 1 JOINT FILING AGREEMENT, dated as of the November 21, 2019, between Cove Street Capital LLC and Jeffrey Bronchick (collectively, the "Joint Filers").

November 21, 2019 SC 13D

GPX / GP Strategies Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GP Strategies Corporation (Name of Issuer) Common Stock Common Stock, $0.01 par value per share (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan Cove Street Capital, LLC 2101 East El Segundo Boulevard. Suite 302 El Segund

November 8, 2019 SC 13G/A

GPX / GP Strategies Corp. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC - GP STRATEGIES CORP. Passive Investment

GP Strategies Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* GP Strategies Corp (Name of Issuer) Common (Title of Class of Securities) 36225V104 (CUSIP Number) October 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

November 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 7, 2019 EX-99.1

GP Strategies Reports Third Quarter 2019 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Third Quarter 2019 Financial Results Columbia, MD. November 7, 2019. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended September 30, 2019. Overview: • Revenue of $139.0 million for third quarter of 2019 compared to $123.6 million for third quarter of 2018 • G

November 7, 2019 10-Q

GPX / GP Strategies Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPOR

October 31, 2019 8-K

Financial Statements and Exhibits, Other Events

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) October 31, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

October 31, 2019 EX-99.1

Bright Horizons and GP Strategies Enter Exclusive Partnership for Education and Learning Benefits Bright Horizons, the nation’s largest provider of education benefits, acquires GP Strategies’ Tuition Program Management business

Exhibit 99.1 NEWS RELEASE Bright Horizons and GP Strategies Enter Exclusive Partnership for Education and Learning Benefits Bright Horizons, the nation’s largest provider of education benefits, acquires GP Strategies’ Tuition Program Management business October 31, 2019 - Bright Horizons® (NYSE: BFAM) and GP Strategies (NYSE: GPX), today announced a unique partnership that responds to growing dema

August 9, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): August 7, 2019 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) 1-7234 (Commission File Number) Delaware 52-0845774 (State or other jurisdiction of inc

August 2, 2019 10-Q

GPX / GP Strategies Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION

August 2, 2019 EX-10.1

Second Amendment to Credit Agreement, dated June 28, 2019, by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited, GP Strategies Training Limited and TTi Global, Inc., as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of November 30, 2018. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 10-Q for the quarter ended June 30, 2019.

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 28, 2019, by and among GP STRATEGIES CORPORATION, a Delaware corporation (the “Parent”), GENERAL PHYSICS (UK) LTD., a company organized and existing under the law of England and Wales with company number 03424328 (“General Physics UK”), GP STRATEGIES HOLDINGS LIMITED, a compa

August 1, 2019 EX-99.1

GP Strategies Reports Second Quarter 2019 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2019 Financial Results Columbia, MD. August 1, 2019. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2019. Overview: • Record revenue of $149.4 million for second quarter of 2019 compared to $133.7 million for second quarter of 2018

August 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 1, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

June 25, 2019 DEFA14A

GPX / GP Strategies Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definit

June 25, 2019 DEF 14A

GP Strategies Corporation 2011 Stock Incentive Plan, As Amended. Incorporated herein by reference to Appendix A of the Registrant’s Form DEF 14A filed on June 25, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit

May 21, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 15, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 10, 2019 10-Q

GPX / GP Strategies Corp. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATIO

May 10, 2019 EX-99.1

GP Strategies Reports First Quarter 2019 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports First Quarter 2019 Financial Results Columbia, MD. May 10, 2019. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2019. Overview: • Record revenue of $139.5 million for first quarter of 2019 compared to $125.0 million for first quarter of 2018 • Gr

May 10, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 10, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 10, 2019 EX-10.1

First Amendment to Credit Agreement, dated April 1, 2019, by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and GP Strategies Training Limited, as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of November 30, 2018. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 10-Q for the quarter ended March 31, 2019.

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 1, 2019, but made effective as of November 30, 2018, by and among GP STRATEGIES CORPORATION, a Delaware corporation (the “Parent”), GENERAL PHYSICS (UK) LTD., a company organized and existing under the law of England and Wales with company number 03424328 (“General Physics UK”

April 30, 2019 10-K/A

GPX / GP Strategies Corp. 10-K/A Annual Report 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ý Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 ¨Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exac

April 30, 2019 EX-10.39

Further Amended and Restated Agreement by and between HSBC Global Services (UK) Limited and GP Strategies Limited relating to the Provision of Global Learning Services, dated as of November 5, 2018. [Portions of this Exhibit have been omitted in compliance with Item 601 of Regulation S-K]*

Exhibit 10.39 [***] INDICATES MATERIAL THAT HAS BEEN EXCLUDED FROM THIS EXHIBIT IN COMPLIANCE WITH ITEM 601 OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FURTHER AMENDED AND RESTATED AGREEMENT BY AND BETWEEN HSBC GLOBAL SERVICES (UK) LIMITED AND GP STRATEGIES LIMITED RELATING TO THE PROVISION OF GLOBAL LEARNING SERVICES Dated a

April 1, 2019 EX-10.39

Further Amended and Restated Agreement by and between HSBC Global Services (UK) Limited and GP Strategies Limited relating to the Provision of Global Learnings Services, dated as of November 5, 2018. Incorporated herein by reference to Exhibit 10.39 of GP Strategies Corporation's Form 10-K for the year ended December, 31, 2018.

Exhibit 10.39 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FURTHER AMENDED AND RESTATED AGREEMENT BY AND BETWEEN HSBC GLOBAL SERVICES (UK) LIMITED AND GP STRATEGIES LIMIT

April 1, 2019 EX-21

Subsidiaries of GP Strategies Corporation*

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation GP Strategies Argentina S.

April 1, 2019 10-K

GPX / GP Strategies Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact

April 1, 2019 EX-10.41

Share purchase agreement by and among GP Strategies Corporation, as Buyer, TTi Global, Inc., as the Company, the Lori A. Blaker Trust dated October 4, 2000, as amended, and Lori A. Blaker, as Sellers, and Lori A. Blaker, as Sellers' Representative, dated November 30, 2018. Incorporated herein by reference to Exhibit 10.41 of GP Strategies Corporation's Form 10-K for the year ended December, 31, 2018.

Exhibit 10.41 SHARE PURCHASE AGREEMENT by and among GP STRATEGIES CORPORATION, as Buyer, TTI GLOBAL, INC., as the Company, THE LORI A. BLAKER TRUST DATED OCTOBER 4, 2000, AS AMENDED, and LORI A. BLAKER, as Sellers, and LORI A. BLAKER, as Sellers’ Representative November 30, 2018 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 2 Article II SALE AND PURCHASE OF COMPANY GROUP SHARES;

April 1, 2019 EX-10.40

Credit Agreement by and among GP Strategies Corporation, General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and GP Strategies Training Limited, as Borrowers, and the Guarantors party hereto and the lenders party hereto and PNC Bank, National Association, as Administrative Agent, dated as of November 30, 2018. Incorporated herein by reference to Exhibit 10.40 of GP Strategies Corporation's Form 10-K for the year ended December, 31, 2018.

Exhibit 10.40 DEAL CUSIP 36256LAA6 FACILITY CUSIP 36256LAB4 $200,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among GP STRATEGIES CORPORATION, GENERAL PHYSICS (UK) LTD., GP STRATEGIES HOLDINGS LIMITED, GP STRATEGIES LIMITED and GP STRATEGIES TRAINING LIMITED, as Borrowers, and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrativ

March 21, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 15, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 18, 2019 NT 10-K

GPX / GP Strategies Corp. NT 10-K

NT 10-K 1 form12b-25.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

March 18, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 18, 2019 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 18, 2019 EX-99.1

GP Strategies Reports Fourth Quarter 2018 Financial Results and Positive Outlook for 2019

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Fourth Quarter 2018 Financial Results and Positive Outlook for 2019 Columbia, MD. March 18, 2019. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter and fiscal year ended December 31, 2018. Overview of Fourth Quarter 2018 Results: • Record revenue of $132.9 million

February 14, 2019 SC 13G/A

GPX / GP Strategies Corp. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC - GP STRATEGIES CORP. Passive Investment

GP Strategies Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* GP Strategies Corp (Name of Issuer) Common (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

February 13, 2019 SC 13G/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GP Strategies Corp (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan 2101 East El Segundo Boulevard. Suite 302 El Segundo, CA 90245 (Name, Address and Telephone Number of Person Authorized to

February 12, 2019 SC 13G/A

GPX / GP Strategies Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 8, 2019 SC 13G/A

GPX / GP Strategies Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* GP STRATEGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

December 6, 2018 EX-99.1

GP Strategies Enters into New $200 Million Credit Facility

EX-99.1 2 ex991pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE GP Strategies Enters into New $200 Million Credit Facility Columbia, MD. December 5, 2018 - Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) announced today that it has entered into a new five-year $200 million credit facility with a syndicate of lenders led by PNC Capital Markets LLC and

December 6, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 30, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

December 6, 2018 EX-99.2

GP Strategies Acquires TTi Global Setting the Stage to Capitalize on Key Market Trends in Global Automotive Industry

Exhibit 99.2 NEWS RELEASE GP Strategies Acquires TTi Global Setting the Stage to Capitalize on Key Market Trends in Global Automotive Industry Columbia, MD. December 5, 2018 - Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) announced that it has acquired TTi Global, a provider of training, staffing, research and consulting solutions to the global automotive

November 13, 2018 8-K

Entry into a Material Definitive Agreement, Other Events

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 6, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 6, 2018 EX-99.1

GP Strategies Reports Third Quarter 2018 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Third Quarter 2018 Financial Results Columbia, MD. November 6, 2018. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended September 30, 2018. Overview: • Revenue of $123.6 million for third quarter of 2018 compared to $124.1 million for third quarter of 2017 • G

November 6, 2018 EX-10.1

Short Term Incentive Plan adopted on August 8, 2018. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 10-Q for the quarter ended September 30, 2018.

Exhibit 10.1 Short-Term Incentive Plan – Effective 8/8/2018 1.Overview The Board of Directors of GP Strategies Corporation adopted this Short-Term Incentive Plan (“STIP”) on August 8, 2018. This STIP supersedes the short-term incentive plan approved by the Board on March 29, 2016. This STIP provides for specific bonus opportunities for all eligible vice presidents and above of GP Strategies Corpor

November 6, 2018 10-Q

GPX / GP Strategies Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPOR

August 14, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) August 8, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 14, 2018 8-K

Submission of Matters to a Vote of Security Holders

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): August 8, 2018 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) 1-7234 (Commission File Number) Delaware 52-0845774 (State or other jurisdiction of inc

August 8, 2018 EX-10.1

Employment Agreement by and between the Company and Adam H. Stedham dated August 2, 2018. Incorporated herein by reference to Exhibit 10.1 to GP Strategies Corporation's Form 8-K filed August 8, 2018.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 2nd day of August 2018, by and between GP Strategies Corporation, a Delaware corporation with its principal place of business at 11000 Broken Land Parkway, Suite 200, Columbia, Maryland 21044 (“GP Strategies”), and Adam H. Stedham, with a residence in Columbia, Maryland (“Employee”). Background GP Str

August 8, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) August 2, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 1, 2018 10-Q

GPX / GP Strategies Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION

August 1, 2018 EX-10.1

Long Term Incentive Plan adopted on April 20, 2018. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 10-Q for the quarter ended June 30, 2018.

Exhibit 10.1 GP Strategies Corporation 2018 Long-Term Incentive Program (LTIP) Overview The Compensation Committee of the Board of Directors of GP Strategies Corporation (the “Company”) adopted this Long-Term Incentive Plan (“LTIP”) on April 20, 2018. This LTIP supersedes all prior long-term incentive programs. The Company will make any grants under this LTIP pursuant to the GP Strategies Corporat

July 31, 2018 EX-99.1

GP Strategies Reports Second Quarter 2018 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2018 Financial Results Columbia, MD. July 31, 2018. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2018. Overview: • Revenue of $133.7 million for second quarter of 2018 compared to $131.2 million for second quarter of 2017 • Gross

July 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) July 31, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 6, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) June 29, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 6, 2018 EX-10.1

Second Amendment to Fifth Amended and Restated Financing and Security Agreement, dated June 29, 2018, by and between GP Strategies Corporation, as US Borrower, and General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and GP Strategies Training Limited, collectively as UK Borrowers, and Wells Fargo Bank, National Association, as Lender.

Exhibit 10.1 SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Amendment”) is made this 29th day of June, 2018, by GP Strategies Corporation, a Delaware corporation (“GP” or the “US Borrower”), General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and

June 26, 2018 8-K/A

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

June 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) June 20, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

June 26, 2018 DEFA14A

GPX / GP Strategies Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definit

June 26, 2018 DEF 14A

GPX / GP Strategies Corp. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 3, 2018 EX-99.1

GP Strategies Reports First Quarter 2018 Financial Results

Exhibit 99.1 NEWS RELEASE GP Strategies Reports First Quarter 2018 Financial Results Columbia, MD. May 3, 2018. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2018. Overview: • Revenue of $125.0 million for first quarter of 2018 compared to $122.4 million for first quarter of 2017 • Cash flow

May 3, 2018 EX-10.1

Amendment to Fifth Amended and Restated Financing and Security Agreement.*

Exhibit 10.1 AMENDMENT TO FIFTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT THIS AMENDMENT TO FIFTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Amendment”) is made this 26th day of April, 2018, by GP Strategies Corporation, a Delaware corporation (“GP” or the “Borrower”), General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and GP Strategies T

May 3, 2018 10-Q

GPX / GP Strategies Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATIO

April 30, 2018 10-K/A

GPX / GP Strategies Corp. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ýAnnual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 ¨Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact

April 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) April 20, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 6, 2018 8-K

Other Events

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) March 6, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 1, 2018 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

March 1, 2018 EX-99.1

GP Strategies Reports Record 2017 Revenue

Exhibit 99.1 NEWS RELEASE GP Strategies Reports Record 2017 Revenue Columbia, MD. March 1, 2018. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter and fiscal year ended December 31, 2017. Overview of Fourth Quarter 2017 Results: • Revenue of $131.5 million for fourth quarter of 2017 compared to $127.3 million fo

March 1, 2018 EX-21

Subsidiaries of GP Strategies Corporation*

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation GP Strategies Argentina S.

March 1, 2018 EX-10.34

Separation Agreement, dated December 21, 2017, between GP Strategies Corporation and Sharon Esposito-Mayer. *

Exhibit 10.34 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is dated and made as of December 21, 2017, between GP Strategies Corporation, a Delaware corporation (the “Company”), and Sharon Esposito-Mayer (“Employee”). BACKGROUND Employee serves as Executive Vice President and Chief Financial Officer of the Company. Employee and the Company (formerly known as General Physics Cor

March 1, 2018 10-K

GPX / GP Strategies Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact

February 13, 2018 SC 13G/A

GPX / GP Strategies Corp. / Cove Street Capital, LLC Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GP Strategies Corp (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) Merihan Tynan 2101 East El Segundo Boulevard. Suite 302 El Segundo, CA 90245 (Name, Address and Telephone Number of Person Authorized to

February 13, 2018 SC 13G

GPX / GP Strategies Corp. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC - GP STRATEGIES CORP Passive Investment

GP Strategies Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 13, 2018 EX-1

JOINT FILING AGREEMENT, dated as of the February 13, 2018, between Cove Street Capital LLC and Jeffrey Bronchick (collectively, the "Joint Filers").

Exhibit 1 JOINT FILING AGREEMENT, dated as of the February 13, 2018, between Cove Street Capital LLC and Jeffrey Bronchick (collectively, the "Joint Filers").

February 9, 2018 SC 13G/A

GPX / GP Strategies Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* GP STRATEGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 8, 2018 SC 13G/A

GPX / GP Strategies Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

December 29, 2017 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No .

December 29, 2017 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

Document 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) December 26, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

December 29, 2017 EX-99.1

GP Strategies Announces New Organizational Structure and Plan to Drive Organic Growth and Reduce Operating Costs

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Announces New Organizational Structure and Plan to Drive Organic Growth and Reduce Operating Costs Columbia, MD. December 26, 2017 - Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) announced a new organizational structure and plan to improve operating results by increasing organic growth and reducing operating

November 22, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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 16, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 3, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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) October 30, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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 2, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

November 2, 2017 EX-99.1

GP Strategies Reports Third Quarter 2017 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Third Quarter 2017 Financial Results Columbia, MD. November 2, 2017 . Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended September 30, 2017 . Overview: ? Revenue of $124.1 million for third quarter of 2017 compared to $122.0 million for third quarter o

November 2, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPOR

August 14, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Document 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) August 8, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 14, 2017 EX-3.1

GP Strategies Corporation Amended and Restated By-Laws, including all amendments through August 8, 2017. Incorporated herein by reference to Exhibit 3.1 of GP Strategies Corporation’s Form 8-K filed on August 14, 2017.

Exhibit Exhibit 3.1 GP STRATEGIES CORPORATION AMENDED AND RESTATED BY-LAWS (Including all amendments through August 8, 2017) ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in the State of Delaware shall be the City of Wilmington, County of New Castle. Section 2. The Corporation may also have offices at such other places both within and without the State of Del

July 27, 2017 EX-99.1

GP Strategies Reports Second Quarter 2017 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2017 Financial Results Columbia, MD. July 27, 2017. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2017. Overview: • Revenue of $131.2 million for second quarter of 2017, an increase from $125.5 million for second quarter of

July 27, 2017 8-K

GP Strategies 8-K (Current Report/Significant Event)

Document 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) July 27, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 27, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CO

June 27, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document 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): June 21, 2017 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) 1-7234 (Commission File Number) Delaware 52-0845774 (State or other jurisdictio

May 15, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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 9, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 2, 2017 10-Q

GP Strategies 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES C

May 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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 2, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

May 2, 2017 EX-99.1

GP Strategies Reports First Quarter 2017 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports First Quarter 2017 Financial Results Columbia, MD. May 2, 2017 . Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2017 . Overview: ? Revenue of $122.4 million for first quarter of 2017 compared to $115.8 million for first quarter of 2016 ?

April 28, 2017 DEFA14A

GP Strategies DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 28, 2017 DEF 14A

GP Strategies DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

February 28, 2017 10-K

GP Strategies 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATI

February 28, 2017 EX-99.1

GP Strategies Reports Fourth Quarter 2016 Earnings of $0.40 Per Share

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Fourth Quarter 2016 Earnings of $0.40 Per Share Columbia, MD. February 28, 2017. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter and fiscal year ended December 31, 2016. Overview of Fourth Quarter 2016 Results: ? Revenue of $127.3 million for fourth quart

February 28, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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) February 28, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

February 28, 2017 EX-21

SUBSIDIARIES OF THE REGISTRANT

EX-21 2 exhibit2112312016.htm EXHIBIT 21 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation GP Strategies Argentina S.R.L. Argentina GP Strategies Australia Pty Limited Australia GP Treinamento Brasil Ltda Brazil GP Canada Co. Canada GP (Shanghai) Co., Ltd. Beijing Branch China GP (Shanghai) Co., Ltd. China GP Colombia Ltda Colombia Effective People A/S Denmark GP Strateg

February 14, 2017 SC 13G

GPX / GP Strategies Corp. / Cove Street Capital, LLC Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GP Strategies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) Daniele Beasley 2101 E El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name, Address and Telephone Number of Person Authorized to

February 10, 2017 SC 13G/A

GPX / GP Strategies Corp. / RBC Global Asset Management (U.S.) - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 9, 2017 SC 13G

GPX / GP Strategies Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 9, 2017 SC 13G/A

GPX / GP Strategies Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* GP STRATEGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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) February 2, 2017 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

December 21, 2016 EX-10.1

Fifth Amended and Restated Financing and Security Agreement, dated December 15, 2016, by and between GP Strategies Corporation as Borrower, as US Borrower, and General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limited and GP Strategies Training Limited, collectively as UK Borrowers, and Wells Fargo Bank, National Association, as Lender. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on December 21, 2016

Exhibit Exhibit 10.1 FIFTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT Dated December 15, 2016 By and Between GP STRATEGIES CORPORATION as US Borrower And General Physics (UK) Ltd. GP Strategies Holdings Limited GP Strategies Limited And GP Strategies Training Limited collectively as UK Borrowers And WELLS FARGO BANK, NATIONAL ASSOCIATION as Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS

December 21, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8-kamendedcreditagreement.htm 8-K 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) December 15, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incor

November 1, 2016 10-Q

GP Strategies 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGI

November 1, 2016 EX-99.1

GP Strategies Reports Third Quarter 2016 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Third Quarter 2016 Financial Results Columbia, MD. November 1, 2016 . Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended September 30, 2016 . Overview: ? Revenue of $122.0 million for third quarter of 2016 compared to $122.9 million for third quarter o

November 1, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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 1, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 11, 2016 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING

poaword (02327651).DOC EXHIBIT 24 LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Kenneth Crawford, Ann Blank and James Galante, and each of them, as the undersigned?s true and lawful attorney-in-fact (the ?Attorney-in Fact?), with full power of substitution and resubstitution, each with the power

August 9, 2016 8-K

GP Strategies 8-K (Current Report/Significant Event)

Document 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) August 5, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

August 9, 2016 EX-99.1

GP Strategies Announces that Dan Friedberg has Stepped Down from the Board of Directors

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Announces that Dan Friedberg has Stepped Down from the Board of Directors Columbia, MD. August 8, 2016 ? Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) announced today that Dan Friedberg has stepped down from its Board of the Directors. ?Dan has been a tremendous partner since he joined our board in December 2

August 9, 2016 EX-99.2

GP Strategies Announces Samuel Robinson Elected to Board of Directors

Exhibit Exhibit 99.2 NEWS RELEASE GP Strategies Announces Samuel Robinson Elected to Board of Directors Columbia, MD. August 8, 2016 ? Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) announced today that it has appointed Samuel Robinson to its Board of Directors on August 8, 2016. Mr. Robinson is the President of Sagard Capital Partners Management Corporatio

August 9, 2016 SC 13D/A

GPX / GP Strategies Corp. / Sagard Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* GP STRATEGIES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title Class of Securities) 36225V104 (CUSIP Number) Samuel Robinson Sagard Capital Partners, L.P. 325 Greenwich Avenue Greenwich, CT 06830 (203) 629-6700 (Name, Address a

July 28, 2016 10-Q

GP Strategies 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CO

July 28, 2016 EX-10.1

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT

Exhibit Exhibit 10.1 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this ?Amendment?) is made this 12th day of July, 2016, by GP Strategies Corporation, a Delaware corporation (?GP? or the ?Borrower?), General Physics (UK) Ltd., GP Strategies Holdings Limited, GP Strategies Limi

July 28, 2016 8-K

GP Strategies 8-K (Current Report/Significant Event)

Document 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) July 28, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

July 28, 2016 EX-99.1

GP Strategies Reports Second Quarter 2016 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Second Quarter 2016 Financial Results Columbia, MD. July 28, 2016 . Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended June 30, 2016 . Overview: ? Revenue of $125.5 million for second quarter of 2016 compared to $125.7 million for second quarter of 201

June 28, 2016 8-K

Submission of Matters to a Vote of Security Holders

Document 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): June 22, 2016 GP STRATEGIES CORPORATION (Exact name of registrant as specified in its charter) 1-7234 (Commission File Number) Delaware 52-0845774 (State or other jurisdictio

June 2, 2016 DEFA14A

GP Strategies DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 29, 2016 DEFA14A

GP Strategies DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o

April 29, 2016 DEF 14A

GP Strategies DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

April 28, 2016 EX-10.1

Short-term Incentive Plan approved by the Board of Directors on March 29, 2016. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation's Form 10-Q filed on April 28, 2016.

Exhibit Exhibit 10.1 Short-Term Incentive Plan - Revised Effective 3/1/2016 Overview This document constitutes a written description of the cash bonus plan adopted by the Board of Directors of GP Strategies Corporation on June 30, 2010 and revised on March 1, 2016. This cash bonus plan has seven categories and covers the executive team, business and general and administrative unit leaders, and oth

April 28, 2016 10-Q

GP Strategies 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPO

April 28, 2016 EX-99.1

GP Strategies Reports First Quarter 2016 Financial Results

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports First Quarter 2016 Financial Results Columbia, MD. April 28, 2016 . Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter ended March 31, 2016 . Overview: ? Revenue of $115.8 million for first quarter of 2016 compared to $115.3 million for first quarter of 2015

April 28, 2016 8-K

GP Strategies 8-K (Current Report/Significant Event)

8-K 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) April 28, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

April 4, 2016 8-K

GP Strategies 8-K (Current Report/Significant Event)

8-K 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) March 29, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

February 25, 2016 10-K

GP Strategies 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (

February 25, 2016 EX-99.1

GP Strategies Reports Fourth Quarter 2015 Earnings of $0.37 Per Share

Exhibit Exhibit 99.1 NEWS RELEASE GP Strategies Reports Fourth Quarter 2015 Earnings of $0.37 Per Share Columbia, MD. February 25, 2016. Global performance improvement solutions provider GP Strategies Corporation (NYSE: GPX) today reported financial results for the quarter and fiscal year ended December 31, 2015. Overview of Fourth Quarter 2015 Results: ? Revenue of $126.4 million for fourth quart

February 25, 2016 8-K

GP Strategies 8-K (Current Report/Significant Event)

8-K 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) February 25, 2016 GP Strategies Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-7234 52-0845774 (Commission File Number) (IRS Employer Identification No.

February 25, 2016 EX-21

SUBSIDIARIES OF THE REGISTRANT

EX-21 2 exhibit2112312015.htm EXHIBIT 21 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation Doing Business As General Physics (UK) Ltd. United Kingdom General Physics (UK) Ltd. GP Strategies Holdings Ltd. United Kingdom GP Strategies Holdings Ltd. GP Strategies Ltd. United Kingdom GP Strategies Ltd. GP Strategies Training Ltd United Kingdom GP Strategies Training Ltd GP S

February 11, 2016 SC 13G/A

GPX / GP Strategies Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 10, 2016 SC 13G/A

GPX / GP Strategies Corp. / RBC Global Asset Management (U.S.) - SC 13G/A AMENDMENT NO. 1 Passive Investment

SC 13G/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) GP Strategies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 9, 2016 SC 13G/A

GPX / GP Strategies Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* GP STRATEGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 36225V104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

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