Current Report Filing (8-k)
September 02 2016 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September
2, 2016
TSR,
Inc.
(Exact name of registrant as specified in
charter)
Delaware
|
|
0-8656
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13-2635899
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(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
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400
Oser Avenue, Suite 150, Hauppauge, NY
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11788
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(Address
of principal executive offices)
|
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(Zip
Code)
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Registrant’s
telephone number, including area code: (631) 231-0333
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
September 2, 2016, Robert A. Esernio resigned his position as a member of the Board of Directors of TSR, Inc. (the “Company”)
and his positions as Chairman of the Audit Committee and Nominating Committee of the Board and as a member of the Compensation
Committee, effective immediately. Mr. Esernio’s resignation was not due to any disagreement with the Company or the Board
of Directors related to the Company’s operations, policies or practices. A copy of the Company’s press release announcing
Mr. Esernio’s resignation is furnished herewith as Exhibit 99.1.
Upon
Mr. Esernio’s resignation, the Board of Directors approved the reduction of the size of the Board from six directors to
five directors, and the Board appointed Brian J. Mangan as Chairman of the Audit Committee and Nominating Committee.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
Exhibit
Number
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Description
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99.1
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Press
Release dated September 2, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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TSR, INC.
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(Registrant)
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By:
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/s/
John G. Sharkey
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John
G. Sharkey
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Vice
President-Finance, Controller and Secretary
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Date: September 2, 2016
EXHIBIT
INDEX
Exhibit
Number
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Description
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|
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99.1
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Press
Release dated September 2, 2016.
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4
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