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): April 29, 2011
___________________

Lincoln Educational Services Corporation
(Exact Name of Registrant as Specified in Charter)
___________________

New Jersey
(State or other jurisdiction
of incorporation)
000-51371
(Commission File Number)
57-1150621
(I.R.S. Employer
Identification No.)
     
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
(Address of principal executive offices)
  
07052
(Zip Code)
 

Registrant’s telephone number, including area code: (973)736-9340

Not Applicable
(Former name or former address, if changed since last report)
___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
Item 2.02 
Results of Operations and Financial Condition
 
On May 5, 2011, Lincoln Educational Services Corporation (the “Company”) issued a press release announcing, among other things, its results of operations for the first quarter ended March 31, 2011.  A copy of the press release is furnished herewith as Exhibit 99.1 and attached hereto.  The information contained under this Item 2.02 in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained under this Item 2.02 in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
 
Item 5.02(e)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On April 29, 2011, the Company’s compensation committee (the “Compensation Committee”) approved the grant of performance-based restricted stock awards (the “Performance Shares”) to certain members of our senior management as follows:
 
Name
 
Number of Performance Shares
 
Shaun E. McAlmont,  President and Chief
Executive Officer
35,928
Scott M. Shaw, Executive Vice President and
Chief Administrative Officer
23,952
Cesar Ribeiro, Senior Vice President, Chief
Financial Officer and Treasurer
19,162

 
The Performance Shares vest over four years based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2011 and ending December 31, 2014 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets during each of the fiscal years ended December 31, 2011, 2012, 2013 and 2014.  The EBITDA targets will be set at the beginning of each applicable fiscal year.  If an applicable EBITDA target is not attained, the Compensation Committee has the discretion to determine that the Performance Shares that would have vested had the target been attained will not be forfeited but, instead, will be subject to a replacement EBITDA target.  In addition, notwithstanding the attainment of the applicable performance targets, the Compensation Committee has the discretion to determine that all or a portion of the Performance Shares will not vest based on facts and circumstances occurring after the date of grant that the Compensation Committee deems relevant.  In no event shall the Performance Shares vest if the operating income margin target is not attained.  Participants have all of the rights of a stockholder prior to vesting.
 
A copy of the form of Performance-Based Restricted Stock Award Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
  
 
 
 
  
Item 5.07 
Submission of Matters to a Vote of Security Holders
 
On April 29, 2011, the Company held its Annual Meeting of Shareholders. The following proposals were passed:
 
 
1.  
Election of the following 9 individuals as directors of the Company for a one-year term, which will expire at the 2012 Annual Meeting of Shareholders.
 
 
Votes For
Votes Withheld
Broker Non-Votes
Alvin O. Austin
15,725,596
298,121
2,910,326
Peter S. Burgess
15,725,821
297,896
2,910,326
James J. Burke, Jr.
15,762,272
261,445
2,910,326
Celia H. Currin
15,703,213
320,504
2,910,326
Paul E. Glaske
15,043,980
979,737
2,910,326
Charles F. Kalmbach
15,043,163
980,554
2,910,326
Shaun E. McAlmont
15,777,004
246,713
2,910,326
Alexis P. Michas
15,442,022
581,695
2,910,326
J. Barry Morrow
15,125,187
898,530
2,910,326

 
 
2.  
Advisory, non-binding “Say-On-Pay” vote to approve the compensation of our named executive officers.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
9,861,091
6,092,702
69,924
2,910,326

 
 
3.  
Advisory, non-binding vote on frequency of future advisory votes on the Company’s compensation of named executive officers.
 
1 year
2 years
3 years
Abstain
Broker Non-Votes
13,063,661
932,964
1,963,535
63,557
2,910,326

 
 
4.  
To amend and restate the Company’s 2005 Long-Term Incentive Plan.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
14,712,558
1,233,994
77,165
2,910,326

 
 
5.  
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011.
 
Votes For
Votes Against
Abstained
18,657,240
269,391
7,412

 
 
 
 
Item 9.01 
Financial Statements and Exhibits
 
(c) 
Exhibits
 
 
10.1
Form of Performance-Based Restricted Stock Award Agreement.
 
 
99.1 
Press release of Lincoln Educational Services Corporation dated May 5, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
  LINCOLN EDUCATIONAL SERVICES CORPORATION
         
Date:  May 5, 2011        
         
  By:    /s/ Cesar Ribeiro   
    Name:  Cesar Ribeiro  
    Title:  Senior Vice President, Chief Financial  
      Officer and Treasurer