TSS Inc.

06/09/2025 | Press release | Distributed by Public on 06/09/2025 06:45

Proxy Results (Form 8-K)

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

2

S I G N A T U R E S

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