LINCOLN EDUCATIONAL SERVICES CORP
For the period ended May 7, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 26, 2026
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Lincoln Educational Services Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25 per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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March 26, 2026
Dear Shareholder:
We are pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Lincoln Educational Services Corporation (the “Company”) to be held on Thursday, May 7, 2026 at 9:00 a.m. (Eastern Time) (the “Annual Meeting”). The Annual Meeting will be held in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/LINC2026 where you will be able to attend the meeting live, submit questions and vote. There will not be an option to attend the Annual Meeting in person at a physical location. You will need the control number included in your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or included in your proxy card if you have requested one.
At this year’s Annual Meeting, shareholders will be asked: (1) to elect ten directors; (2) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (a “say-on-pay” vote); and (3) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Notice of Annual Meeting of Shareholders and Proxy Statement describe these matters. We urge you to read this information carefully.
We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide shareholders with notice of their ability to access proxy materials via the Internet. We are mailing to you a Notice of Internet Availability instead of a paper copy of the proxy materials and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (which constitutes our Annual Report to Shareholders) (the “Annual Report”). This provides a convenient and environmentally friendly means for you to access our proxy materials that also conserves resources and reduces the costs of printing and mailing proxy materials. The Notice of Internet Availability includes instructions on how to access our proxy materials and our Annual Report and instructions on how to vote your shares. The Notice of Internet Availability also contains instructions on how to request and receive a free paper or email copy of the proxy materials and our Annual Report should you prefer. As more fully described in the Notice of Internet Availability, all shareholders may choose to access our proxy materials via the Internet or may request and receive a free paper or email copy.
Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement carefully and vote as soon as possible. You may vote your shares via the Internet by following the instructions at www.proxyvote.com or on your Notice of Internet Availability or on your proxy card if you have requested one. You may also vote your shares by calling the toll-free number included in your proxy card if you have requested one. If you request a paper copy of the proxy materials, you will receive a proxy card and you may vote by proxy by completing, signing, dating, and returning the proxy card in the postage-paid envelope that is provided so that it is received no later than May 6, 2026. If you decide to attend the Annual Meeting and you are a registered shareholder, you will be able to vote at the Annual Meeting by visiting and registering at www.virtualshareholdermeeting.com/LINC2026 even if you have previously submitted your proxy.
We sincerely hope that you will be able to attend and participate in the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR OUR ANNUAL MEETING
Our Proxy Statement and Annual Report are available at https://investors.lincolneducationalservices.com/AP.
YOUR VOTE IS IMPORTANT!
BY GIVING YOUR PROXY AUTHORIZATION VIA THE INTERNET, OR BY COMPLETING AND RETURNING A PROXY CARD IF YOU HAVE REQUESTED ONE, OR BY CALLING THE TOLL-FREE TELEPHONE NUMBER INCLUDED IN YOUR PROXY CARD IF YOU HAVE REQUESTED ONE, 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 6, 2026.
We thank you for your continuing support and look forward to seeing you at the Annual Meeting.
Sincerely,
Scott M. Shaw President & Chief Executive Officer
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