On September 12, 2012, GP Strategies Corporation held its annual meeting of shareholders. At that meeting, the following matters were voted upon:

1. Our stockholders elected the Directors listed below for terms continuing until the next annual meeting of stockholders and until their respective successors are elected and qualify. The results of the voting were as follows:

                                     Common Shares Cast:
                             For       Withheld    Broker Non-Votes
Harvey P. Eisen            9,547,163   6,202,850      1,348,658
Daniel M. Friedberg       15,630,715     119,298      1,348,658
Marshall S. Geller        15,630,257     119,756      1,348,658
Scott N. Greenberg        15,718,121      31,892      1,348,658
Sue W. Kelly              15,714,513      35,500      1,348,658
Richard C. Pfenniger, Jr. 14,512,182   1,237,831      1,348,658
A. Marvin Strait          15,632,113     117,900      1,348,658
Gene A. Washington        15,632,082     117,931      1,348,658

2. A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. The proposal was approved and the results of the voting were as follows:

For Against Abstentions
16,963,142 104,989 30,540

3. A non-binding advisory proposal to approve the compensation of the Company's named executive officers. The proposal was approved and the results of the voting were as follows:

For Against Abstentions Broker Non-Votes 15,124,076 370,187 255,750 1,348,658