Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on June 14, 2022, GSE Systems, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”).  Kathryn O’Connor Gardner did not receive a majority of the votes cast at the Meeting for her election to the Company’s Board of Directors (the “Board”).  In accordance with Sections 2.8(b) and 2.8(c) of the Company’s by-laws, upon only receiving 42.71% of  the total votes cast for and the total votes affirmatively withheld, Ms. Gardner tendered her resignation as a member of the Board (the “Tendered Resignation”) to the Company’s Nominating & Governance Committee (the “Committee”).

On June 15, 2022, the Committee convened a meeting to consider the Tendered Resignation from Ms. Gardner.  Following deliberations, the Committee took into account such factors and other information that the Committee considered appropriate and relevant including, but not limited to, Ms. Gardner’s exemplary performance as a member of the Board, Ms. Gardner’s recent election as Chairman of the Board, Ms. Gardner’s strong credentials and business acumen and the fact that it appears that a “withhold” recommendation from Institutional Shareholder Services (“ISS”) related to certain ongoing material weaknesses reported in the Company’s Form 10-K for the year ended December 31, 2021, and Form 10-Q for the quarter ended March 31, 2022, significantly contributed to the number of votes affirmatively withheld as to Ms. Gardner’s election.  In light of the foregoing and other factors deemed relevant by the Committee, the Committee recommended to the Board that the Board not accept Ms. Gardner’s resignation.  At a meeting of the Board on June 15, 2022, in accordance with Section 2.8(c) of the Company’s by-laws, the Board considered the recommendation of the Committee and independently considered the Tendered Resignation.  The Board resolved to not accept the Tendered Resignation from Ms. Gardner because (i) Ms. Gardner has exhibited exemplary performance as a member of the Board; (ii) Ms. Gardner possesses strong credentials and business acumen such that the Board does not believe that it could easily and without significant effort replace Ms. Gardner as its Chairman of the Board; and (iii) the Board believes that ISS had not taken into account relevant facts and circumstances in rendering its recommendation of a withhold as to Ms. Gardner based solely on her membership on the Company’s Audit Committee, and the ISS recommendation significantly impacted the outcome of the stockholder vote with regard to Ms. Gardner.

The Board considers Ms. Gardner a highly effective member of the Board, values her leadership as Chairman of the Board, and believes that she brings to the Board strong business acumen and financial experience.  The Board also notes that Ms. Gardner’s leadership as one of the very few female chairs of public company boards of directors has been praised by peer members of the Board, Company management, employees, outside services providers, and stockholders of the Company.  Finally, Ms. Gardner is consistently well-prepared, engaged and a meaningful contributor to Board meetings and discussions.

Accordingly, the Board has reached the determination that accepting Ms. Gardner’s Tendered Resignation is not in the best interests of the Company or its stockholders.  In accordance with Section 2.8(c) of the Company’s by-laws, Ms. Gardner shall continue to serve as a member of the Board until the next annual meeting of the stockholders and until her successor is duly elected and qualifies.

Ms. Gardner did not attend or participate in the deliberations by the Committee or the Board regarding whether to accept the Tendered Resignation or vote on any of the resolutions.