UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2025, the Company held its annual meeting of stockholders. Five proposals were submitted to the stockholders of the Company for their approval, which proposals are described in detail in the Company’s proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025. The final results of voting for each matter submitted to a vote of the stockholders at the meeting were as follows:
1. The stockholders of the Company elected Class II directors to serve a three-year term expiring in 2028. The final results of voting regarding this proposal were as follows:
Name | For | Withheld | Broker Non-Votes |
Darryll Dewan | 6,700,735 | 351,515 | 9,353,685 |
Michael Fahy | 6,910,739 | 141,511 | 9,353,685 |
2. The stockholders of the Company voted to approve, on an advisory basis, the compensation of the Named Executive Officers. The final results of voting regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes |
6,255,161 | 304,907 | 492,182 | 9,353,685 |
3. The stockholders of the Company selected “every three years” as the frequency with which the Company shall conduct future advisory votes with respect to the compensation of the Named Executive Officers. The final results of voting regarding this proposal were as follows:
Every Three Years | Every Two Years | Every One Year | Abstain | Broker Non-Votes |
4,490,506 | 327,812 | 1,928,491 | 305,441 | 9,353,685 |
4. The stockholders of the Company voted to approve the adoption of the 2025 Omnibus Incentive Compensation Plan. The final results of voting regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes |
5,813,906 | 892,958 | 345,386 | 9,353,685 |
5. The stockholders of the Company voted to ratify the appointment of Weaver Tidwell L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results of voting regarding this proposal were as follows:
For | Against | Abstain |
16,099,790 | 248,877 | 57,268 |
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S I G N A T U R E S
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.
| TSS, INC. |
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| By: | /s/ Daniel M. Chism |
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| Daniel M. Chism |
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| Chief Financial Officer |
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Date: June 9, 2025
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