LINCOLN EDUCATIONAL SERVICES CORP

DEF 14A 1 ny20025733x1_def14a.htm DEF 14A

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

(Amendment No. )

14 Sylvan Way, Suite A Parsippany, NJ 07054

April 3, 2024

Dear Shareholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Lincoln Educational Services Corporation (the “Company”) to be held on May 2, 2024 at 9:00 a.m. (Eastern Time) (the “Annual Meeting”) as a virtual-only meeting. You will be able to attend the Annual Meeting virtually and to vote and submit questions during the Annual Meeting by visiting https://www.cstproxy.com/lincolntech/2024 and entering the control number provided in these proxy materials.

At this year’s Annual Meeting, shareholders will be asked to elect eight directors; to approve, on a non-binding advisory basis, the Company’s compensation of named executive officers (a “say-on-pay” vote); and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully.

We sincerely hope that you will be able to attend and participate in the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. You may vote your shares by completing the accompanying proxy card or by giving your proxy authorization via the Internet. Please read the instructions accompanying the proxy card for details on giving your proxy authorization via the Internet.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR OUR ANNUAL MEETING

Our Proxy Statement and our 2023 Annual Report to Shareholders are available

athttps://investors.lincolneducationalservices.com/AP.

YOUR VOTE IS IMPORTANT!

BY COMPLETING AND RETURNING THE ACCOMPANYING PROXY CARD OR BY GIVING YOUR PROXY AUTHORIZATION VIA THE INTERNET, YOU AUTHORIZE MANAGEMENT OF THE COMPANY TO REPRESENT YOU AND VOTE YOUR SHARES ACCORDING TO YOUR INSTRUCTIONS. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING AT THE ANNUAL MEETING, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOUR PLANS CHANGE AND YOU ARE UNABLE TO ATTEND. TO ENSURE THAT YOUR VOTE WILL BE COUNTED, PLEASE CAST YOUR VOTE BEFORE 11:59 P.M. (EASTERN TIME) ON MAY 1, 2024.

We thank you for your continuing support and look forward to seeing you at the Annual Meeting.

Sincerely,

Scott M. Shaw

Chief Executive Officer

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14 Sylvan Way, Suite A

Parsippany, NJ 07054

NOTICE OF

2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 2, 2024

To the Shareholders of Lincoln Educational Services Corporation:

NOTICE IS HEREBY GIVENthat the Annual Meeting of Shareholders of Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”), will be held virtually via the Internet on May 2, 2024, at 9:00 a.m. (Eastern Time) (the “Annual Meeting”). You will be able to attend the Annual Meeting virtually and to vote and submit questions during the Annual Meeting by visiting https://www.cstproxy.com/lincolntech/2024 and entering the control number provided in these proxy materials. There will not be an option to attend the Annual Meeting at a physical location.

At the Annual Meeting, holders of shares of common stock, no par value per share (the “Common Stock”) of the Company will be asked:

The Board of Directors of the Company has fixed the close of business on March 14, 2024 as the record date for the determination of shareholders of Common Stock entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the record date, there were outstanding 31,446,059 shares of Common Stock. Shareholders of record as of the close of business on March 14, 2024 will be able to attend the Annual Meeting, vote, and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. To participate in the Annual Meeting, including submitting questions and/or voting, you will need the control number provided on your proxy card or in your Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

to Be Held on May 2, 2024.

The Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders and the Company’s Annual Report to Shareholders for

the fiscal year ended December 31, 2023 are available electronically athttps://investors.lincolneducationalservices.com/AP.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE RETURN YOUR PROXY (BY COMPLETING AND RETURNING THE ACCOMPANYING PROXY CARD OR BY GIVING PROXY AUTHORIZATION VIA THE INTERNET USING THE INSTRUCTIONS PROVIDED ON YOUR PROXY CARD) AS PROMPTLY AS POSSIBLE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING. TO ENSURE THAT YOUR VOTE WILL BE COUNTED, PLEASE CAST YOUR VOTE BEFORE 11:59 P.M. (EASTERN TIME) ON MAY 1, 2024.

Table of Contents

14 Sylvan Way, Suite A

Parsippany, New Jersey 07054

PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 2, 2024