UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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
☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §
240.14a-11(c) or § 240.14a-12
TSR,
Inc.
(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 the appropriate box):
☒
No
fee required.
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title
of each class of securities to which transaction applies:____________________________________
2) Aggregate
number of securities to which transaction applies:
____________________________________
3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________
4) Proposed
maximum aggregate value of transaction:
____________________________________________
5) Total
fee paid:
________________________________________________________________________
☐
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Fee paid previously with preliminary materials.
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1) Amount
Previously Paid:
__________________________________________________________________
2) Form,
Schedule or Registration No.:
__________________________________________________________
3) Filing
Party:
____________________________________________________________________________
4) Date
Filed:
_____________________________________________________________________________
TSR, Inc.
400 OSER AVENUE
HAUPPAUGE, NY 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on November 29, 2017
NOTICE IS HEREBY GIVEN that the Annual
Meeting of Stockholders (the “Annual Meeting”) of TSR, Inc. (the "Company"), a Delaware corporation, will
be held at the Radisson Hotel, 110 Vanderbilt Motor Parkway, Hauppauge, New York 11788, on November 29, 2017 at 9:00 a.m. local
time, to consider and act upon the following matters:
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1.
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To elect two (2) Class II Directors.
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2.
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To ratify the appointment by the Audit Committee of the Board of Directors and the Board of Directors
of CohnReznick LLP as the independent registered public accountants of the Company to audit and report on its consolidated financial
statements for the fiscal year ending May 31, 2018.
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3.
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To transact such other business as may properly come before the Annual Meeting or any adjournment
thereof.
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Stockholders of record at the close of
business on October 20, 2017 will be entitled to vote at the Annual Meeting or any adjournments thereof. A list of stockholders
entitled to vote at the Annual Meeting will be open for examination by any stockholder of the Company, for any purpose germane
to the Annual Meeting, during ordinary business hours at the offices of the Company for the ten-day period prior to the date of
the Annual Meeting.
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By Order of the Board of Directors,
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John G. Sharkey, Secretary
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Hauppauge, New York
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October 25, 2017
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WHETHER OR NOT YOU EXPECT TO ATTEND THE
ANNUAL MEETING, PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE
SO THAT YOUR SHARES ARE REPRESENTED. NO POSTAGE IS NEEDED IF THE PROXY IS MAILED WITHIN THE UNITED STATES.
TSR, Inc.
400 Oser Avenue
Hauppauge, NY 11788
ANNUAL MEETING OF STOCKHOLDERS
to be held on November 29, 2017
PROXY STATEMENT
This solicitation of proxies is being made
by the Board of Directors of TSR, Inc. (the “Company”) for use at the Annual Meeting of the Stockholders of the Company
(the “Annual Meeting”) to be held at the Radisson Hotel, 110 Vanderbilt Motor Parkway, Hauppauge, New York 11788, on
November 29, 2017 at 9:00 a.m. or at any adjournment thereof. The solicitation of proxies will be made by the Board of Directors
of the Company by mail and the cost will be borne by the Company.
Proxies in the accompanying form which
are properly executed and duly returned to the Company and not revoked will be voted as specified and, if no direction is made,
will be voted (i) in favor of the election of the candidates for director under Proposal 1, and (ii) in favor of the ratification
of CohnReznick LLP as the Company’s independent registered public accountants under Proposal 2. Each of the proposals is
set forth in the accompanying Notice of Annual Meeting of Stockholders. Each proxy granted is revocable and may be revoked at any
time prior to its exercise by advising the Company in writing of its revocation. In addition, a Stockholder who attends the Annual
Meeting in person may, if the Stockholder wishes, vote by ballot at the Annual Meeting, thereby canceling any proxy previously
given.
This Proxy Statement, the enclosed form
of proxy and the Company's Annual Report for the fiscal year ended May 31, 2017 shall be mailed on or about October 25, 2017 to
holders of record of shares of the Company’s common stock, par value $.01 per share (“Common Stock”), as of October
20, 2017. Only Stockholders of record at the close of business on October 20, 2017 are entitled to vote at the Annual Meeting.
On October 20, 2017 there were 1,962,062 shares of Common Stock issued and outstanding.
The presence, in person or by proxy, of
a majority of the issued and outstanding shares of Common Stock entitled to vote constitutes a quorum at the Annual Meeting. Shares
of Common Stock represented in person or by proxy at the Annual Meeting (including shares that abstain or do not vote with respect
to one or more of the matters presented at the Annual Meeting) will be tabulated by the inspector of election appointed for the
Annual Meeting whose tabulation will determine whether or not a quorum is present. Abstentions will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a quorum with respect to any matter, but will not be counted
as votes in favor of such matter. If a broker holding stock in "street name" indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a matter, those shares will not be considered as present and entitled
to vote with respect to that matter. Accordingly, a "broker non-vote" on a matter will have no effect on the voting.
Each share of Common Stock is entitled
to one vote on each matter. Candidates for election as members of the Board of Directors who receive the highest number of votes,
up to the number of directors to be chosen, shall stand elected; an absolute majority of the votes cast is not a prerequisite to
the election of any candidate to the Board of Directors. A majority of the votes cast at the Annual Meeting is required to ratify
the appointment of CohnReznick LLP as the Company’s independent registered public accountants under Proposal 2. Accordingly,
abstentions have no effect on the outcome of any of the Proposals subject to approval by the Stockholders.
Directions to attend the Annual Meeting
where you may vote in person can be found on the “Contact Us” section of our website at www.tsrconsulting.com.
Important Notice Regarding the Availability
of Proxy Materials
for the Stockholders Meeting to be held
on November 29, 2017
This Proxy Statement, a copy of the form
of proxy and the Company’s Annual Report for the fiscal year ended May 31, 2017 are available on the Investor Relations page
of our website at www.tsrconsulting.com.
Security Ownership of Certain Beneficial
Owners and Management
The outstanding voting
stock of the Company as of September 15, 2017 consisted of 1,962,062 shares of Common Stock. The table below sets forth the beneficial
ownership of the Common Stock of the Company’s directors, executive officers and persons known to the Company to be the beneficial
owner of more than five percent (5%) of the outstanding shares of Common Stock as of September 15, 2017:
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Beneficial Ownership of Common Stock
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Name
of Beneficial Owner – Directors, Officers and 5% Stockholders
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No. of
Shares (1)
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Percent of
Class
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Regina Dowd (2)(3)(4)
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7,422
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0.4
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%
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James J. Hill (2)(3)
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-
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-
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Christopher Hughes (2)(3)(5)(6)
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11,842
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0.6
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%
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Joseph F. Hughes (7)(8)
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862,473
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44.0
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%
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Winifred Hughes (9)(10)
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862,473
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44.0
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%
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Philip J. LaBlonde (11)
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135,000
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6.9
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%
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Brian J. Mangan (2)(3)
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-
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-
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Raymond A. Roel (2)(3)
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-
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-
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John G. Sharkey (2)(12)
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6,750
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0.3
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%
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All Directors and Executive Officers as a Group (6 persons)
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26,014
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1.3
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%
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(1)
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In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) a person is deemed to be the beneficial owner, for purposes of this table, of any shares of the Company’s Common
Stock if such person has voting or investment power with respect to such shares. This includes shares of Common Stock (a) subject
to options exercisable within sixty (60) days, and (b) (1) owned by a person’s spouse, (2) owned by other immediate family
members who share a household with such person, or (3) held in trust or held in retirement accounts or funds for the benefit of
the such person, over which shares the person named in the table may possess voting and/or investment power. Unless otherwise stated
herein, each beneficial owner has sole voting power and sole investment power.
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(2)
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This executive officer and/or director maintains a mailing address at 400 Oser Avenue, Suite 150,
Hauppauge, New York 11788.
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(3)
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Such person currently serves as a director of the Company.
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(4)
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The shares listed as beneficially owned by Ms. Dowd also include 1,856 shares held of record by
her minor child, as to which Ms. Dowd disclaims beneficial ownership.
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(5)
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The shares listed as beneficially owned by Mr. Christopher Hughes also include 5,566 shares held
of record by his wife, as to which Mr. Hughes disclaims beneficial ownership.
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(6)
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Mr. Christopher Hughes served as the Senior Vice President of the Company until July 5, 2017 at
which time he was elected Chairman, President, Chief Executive and Treasurer of the Company.
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(7)
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Mr. Joseph F. Hughes served as the Chairman, President, Chief Executive Officer and Treasurer of
the Company until his retirement on July 5, 2017. He maintains a mailing address at 1278 Ridge Road, Laurel Hollow, New York 11791.
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(8)
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The shares listed as beneficially owned by Mr. Joseph F. Hughes also include 107,634 shares held
of record by his wife, Winifred Hughes, as to which Mr. Hughes disclaims beneficial ownership.
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(9)
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Mrs. Winifred Hughes is the spouse of Joseph F. Hughes. Mrs. Hughes maintains a mailing address
at 1278 Ridge Road, Laurel Hollow, New York 11791
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(10)
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The shares listed as beneficially owned by Winifred Hughes also include 754,839 shares held of
record by her husband, Joseph F. Hughes, as to which Mrs. Hughes disclaims beneficial ownership.
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(11)
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Based on a Schedule 13D filed by Philip J. LaBlonde with the Securities and Exchange Commission
on August 11, 2016. Philip J. LaBlonde maintains a mailing address at 15120 Honors Circle, Carmel, Indiana 46033.
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(12)
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Mr. John G. Sharkey serves as the Vice President, Finance, Controller and Secretary of the Company.
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PROPOSAL 1 - ELECTION OF DIRECTORS
At the Annual Meeting, two (2) Class II
Directors will be elected for three year terms expiring at the Company’s 2020 Annual Meeting or until their respective successors
have been elected and qualified.
If a nominee listed below is unavailable
for election at the date of the Annual Meeting, the shares represented by the proxy will be voted for such nominee as the person
or persons designated to vote shall, in their judgment, designate. Management at this time has no reason to believe that the nominees
will not be available or will not serve if elected.
Set forth below is certain information
with respect to the nominees, as of September 15, 2017.
Name
of Director and Nominee for Election
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Age
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Nominee
for Class
of
Director
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Nominee
for Term
Expiring
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James J. Hill
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84
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Class II
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2020
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Christopher Hughes
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56
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Class II
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2020
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Mr. James J. Hill
has served as
a director of the Company since December 1989. His current term as a director expires at the 2017 annual meeting of stockholders.
In 1998, Mr. Hill retired from MRA Publications, Inc., a medical publishing business for which he had been Executive Vice President
of Sales and Marketing since 1979. Mr. Hill received a Bachelor of Science Degree in Business Administration from the University
of Arizona in 1958 and a Bachelor of Foreign Trade Degree from the American Institute of Foreign Trade in Arizona in 1959. The
Company believes that Mr. Hill’s experience in business and knowledge of the Company derived from his long service as a director
of the Company make him well qualified to serve as a member of the Company’s Board of Directors.
Mr. Christopher Hughes
served as the
Senior Vice President of the Company since 2007 and as a director of the Company since January 2005. Only July 5, 2017, he was
elected Chairman of the Board, President, Chief Executive Officer and Treasurer of the Company. His current term as a director
expires at the 2017 annual meeting of stockholders. Mr. Hughes served a previous term as a director of the Company from April 2000
until September 2004 and as the Vice President, Sales of TSR Consulting Services, Inc., the Company’s computer programming
services subsidiary, from 1991 through 2006. In 2007 Mr. Hughes was appointed Senior Vice President of the Company and President
of TSR Consulting Services, Inc. Mr. Hughes is a 1984 graduate of St. Bonaventure University and is the son of Mr. Joseph F. Hughes.
The Company believes that Mr. Hughes’ long experience with the Company and knowledge of the contract computer programming
industry make him well qualified to serve as a member of the Company’s Board of Directors.
Directors and Executive Officers of
the Company
The following table
sets forth certain information concerning the executive officers and directors of the Company:
Name
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Age
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Position
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Year
First
Officer or Director
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Regina Dowd
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57
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Director
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2017
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James J. Hill (1)(2)(3)
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84
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Director
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1989
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Christopher Hughes
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56
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Chairman of the Board, Chief Executive Officer, President, Treasurer and Director
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2000
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Brian J. Mangan (1)(2)(3)(4)
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59
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Director
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2016
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Raymond A. Roel (1)(2)(3)(5)
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61
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Director
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2005
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John G. Sharkey
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58
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Vice President, Finance, Controller and Secretary
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1990
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(1)
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Member of the Compensation Committee of the Board of Directors.
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(2)
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Member of the Audit Committee of the Board of Directors.
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(3)
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Member of the Nominating Committee of the Board of Directors.
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(4)
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Mr. Mangan is Chairman of the Audit and Nominating Committees.
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(5)
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Mr. Roel is Chairman of the Compensation Committee.
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There are no family relationships between
any of the Company’s executive officers and directors, except that Christopher Hughes, the Chairman of the Board, Chief Executive
Officer, President and Treasurer and a director of the Company, and Regina Dowd, a director of the Company, are siblings. Christopher
Hughes and Regina Dowd are the children of Joseph F. Hughes, the Company’s former Chairman of the Board, Chief Executive
Officer, President and Treasurer prior to his retirement as of July 5, 2017. None of the Company’s directors currently serves,
or has served during the past five years, as a director of any company with a class of securities registered pursuant to Section
12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940.
Corporate Governance Matters
The Company maintains
the following committees of the Board of Directors: the Compensation Committee, the Nominating Committee and the Audit Committee.
James J. Hill, Raymond
A. Roel and Brian J. Mangan are independent members of the Board of Directors under the rules of the NASDAQ Capital Market. In
addition, each member of each committee of the Board of Directors meets the definition of “independence” under the
rules of the NASDAQ Capital Market. The Board of Directors also has determined that Brian J. Mangan, the Chair of the Audit Committee,
meets the requirements of an “audit committee financial expert” as such term is defined in applicable regulations of
the Securities and Exchange Commission.
During the fiscal year
ended May 31, 2017, the Board of Directors held thirteen meetings; the Audit Committee held six meetings; the Compensation Committee
held eight meetings; and the Nominating Committee held one meeting. During such fiscal year, no director attended fewer than 75%
of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees of the Board of
which he was a member. The Company does not have a formal policy regarding attendance of directors at the Annual Meetings of Stockholders,
but the Company encourages all directors to attend. All of the directors attended the 2016 Annual Meeting of Stockholders, except
for Ms. Dowd who was appointed to the Board on July 5, 2017, subsequent to the 2016 Annual Meeting held in December 2016.
The Audit Committee
The Audit Committee’s
current members are Brian J. Mangan (Chairman), James J. Hill and Raymond A. Roel. Each of the members of the Audit Committee is
an independent director under the rules of the NASDAQ Capital Market. The Audit Committee’s primary functions are to assist
the Board in monitoring the integrity of the Company’s financial statements and systems of internal control. The Audit Committee
has direct responsibility for the appointment, independence and performance of the Company’s independent auditors. The Audit
Committee is responsible for pre-approving any engagements of the Company’s independent auditors. The Audit Committee operates
under a written charter approved by the Board on September 16, 2004, and amended as of October 10, 2008. A copy of the Audit Committee
Charter is available on the Investor Relations page of the Company’s website at www.tsrconsulting.com.
The Compensation Committee
The Compensation Committee’s
current members are Raymond A. Roel (Chairman), James J. Hill and Brian J. Mangan. Each of the members of the Compensation Committee
is an independent director under the rules of the NASDAQ Capital Market. The Compensation Committee assesses the structure of the
Company’s management team and the overall performance of the Company. It evaluates the performance of the Company’s
executive officers on an annual basis and makes recommendations to the Board regarding salary increases and other compensation
to executive officers. The Board has adopted a written charter for the Compensation Committee, a copy of which is available
on the Investor Relations page of the Company’s website at www.tsrconsulting.com. Under its charter, the committee
has authority to retain and approve the fees of independent compensation consultants or other advisors.
The Nominating Committee
The Nominating Committee’s
current members are Brian J. Mangan (Chairman), James J. Hill and Raymond A. Roel. Each of the members of the Nominating Committee
is an independent director under the rules of the NASDAQ Capital Market. A copy of the Nominating Committee Charter is available
on the Investor Relations page of the Company’s website at www.tsrconsulting.com. The Nominating Committee determines the
criteria for nominating new directors, recommends to the Board of Directors candidates for nomination to the Board of Directors
and oversees the evaluation of the Board of Directors. The Nominating Committee’s process to identify and evaluate candidates
for nomination to the Board of Directors includes consideration of candidates for nomination to the Board of Directors recommended
by stockholders. Such stockholder recommendations must be delivered to the Corporate Secretary of the Company, together with the
information required to be filed in a proxy statement with the Securities and Exchange Commission regarding director nominees and
each such nominee must consent to serve as a director if elected, no later than the deadline for submission of stockholder proposals
as set forth in our Bylaws and under the section of this Proxy Statement entitled “Stockholder Nominations.” In considering
and evaluating such stockholder proposals that have been properly submitted, the Nominating Committee will apply substantially
the same criteria that the Nominating Committee believes must be met by a nominee recommended by the Nominating Committee as described
below. To date, the Company has not received any recommendations from stockholders requesting that the Nominating Committee consider
a candidate for inclusion among the Nominating Committee’s slate of nominees in this proxy statement.
In addition, certain
identification and disclosure rules apply to director candidate proposals submitted to the Nominating Committee by any single stockholder
or group of stockholders that has beneficially owned more than five percent of the Common Stock for at least one year (a “Qualified
Stockholder Proposal”). If the Nominating Committee receives a Qualified Stockholder Proposal that satisfies the necessary
notice, information and consent provision referenced above, the Proxy Statement will identify the candidate and the stockholder
(or stockholder group) that recommended the candidate and disclose whether the Nominating Committee chose to nominate the candidate.
However, no such identification or disclosure will be made without the written consent of both the stockholder (or stockholder
group) and the candidate to be so identified. The procedures described in this paragraph are meant to establish additional requirements
and are not meant to replace or limit stockholders’ general nomination rights in any way.
In evaluating dire
ctor
nominees, the Nominating Committee currently considers the following factors:
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the
Company’s needs with respect to the particular talents and experience of our directors;
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the
knowledge, skills and experience of nominees, including experience in business or finance,
in light of prevailing business conditions and the knowledge, skills and experience already
possessed by other members of the Board of Directors;
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familiarity
with the Company’s business and businesses similar or analogous to that of the
Company;
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●
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experience
with accounting rules and practices and corporate governance principles; and
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●
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such
other factors as the Nominating Committee deems are in the best interests of the Company
and the best interests of the Company’s stockholders.
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Qualified candidates
for membership on the Board will be considered without a particular focus on the diversity of the Board’s membership, and
without regard to race, color, creed, religion, national origin, age, gender, sexual orientation or disability.
The Nominating Committee
identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. If any member
of the Board does not wish to continue in service or if the Nominating Committee or the Board of Directors decides not to re-nominate
a member for re-election, the Nominating Committee identifies the desired skills and experience of a new nominee, and discusses
with the Board of Directors suggestions as to individuals who meet the criteria.
Board Leadership Structure
Christopher
Hughes succeeded Joseph F. Hughes as the Company’s Chief Executive Officer and Chairman of the Board of Directors upon
Joseph F. Hughes’ retirement on July 5, 2017. Joseph F. Hughes had served as the Company’s Chief Executive Officer
and Chairman since the Company’s founding in 1969. The Company does not presently have a lead independent director. In view
of the small size of the Company’s Board of Directors and the Company’s long track record of combining the roles of
Chief Executive Officer and Chairman of the Board of Directors in a single individual, the Board of Directors believes that the
centralization of leadership through the combination of these two roles promotes the development and implementation of corporate
strategy, efficiency of communication between the Company’s senior management team and the Board, and advancement of the
Company’s goals. Moreover, Christopher Hughes’ service as the Company’s Senior Vice President since 2007
and as the Vice President, Sales of TSR Consulting Services, Inc., the Company’s computer programming services subsidiary
from 1991 to 2006, give him a wide breadth of specialized knowledge about the Company’s business operations that make him
uniquely suited for this role.
The
Board of Directors’ Audit Committee, of which Brian J. Mangan acts as Chairman and which consists entirely of independent
directors, acts independently of the Chairman of the Board and exercises an oversight role in this capacity. The non-management
directors, each of whom is an independent director under the rules of the NASDAQ Capital Market, also meet in executive session
without any members of management present.
The
Company believes the role of management is to identify and manage risks confronting the Company. The Board of Directors plays an
integral part in the Company’s risk oversight, particularly in reviewing the processes used by management to identify and
report risk, and also in monitoring corporate actions so as to minimize inappropriate levels of risk. The Board of Directors as
a whole is also responsible for overseeing strategic and enterprise risk. A discussion of risks that the Company faces is conducted
at regularly scheduled meetings of the Board of Directors and committee meetings.
Meetings of Independent Directors
Directors who are independent
under the NASDAQ Capital Market listing standards and applicable laws and regulations have not met in separate committee; rather,
the independent directors hold discussions among them without the presence of management in conjunction with meetings of the Audit
Committee and Compensation Committee, as they deem necessary.
Code of Ethics
The Company has adopted
a code of ethics that applies to all of its employees, including the chief executive officer and chief financial and accounting
officer. The code of ethics is available on the Investor Relations page of the Company’s website at www.tsrconsulting.com.
The Company intends to post on its website all disclosures that are required by law or NASDAQ Capital Market listing standards
concerning any amendments to, or waivers from, the Company’s code of ethics. Stockholders may request a free copy of the
code of ethics by writing to Corporate Secretary, TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788. Disclosure regarding
any amendments to, or waivers from, provisions of the code of ethics that apply to the Company’s directors or principal executive
and financial officers will be included in a Current Report on Form 8-K filed with the Securities and Exchange Commission
within four business days following the date of the amendment or waiver, unless website posting of such amendments or waivers is
then permitted by the rules of the NASDAQ Capital Market and the Securities and Exchange Commission.
Stockholder Nominations
Under the Company’s
Bylaws a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business
at an annual meeting of stockholders. Among other requirements, these procedures require any nomination or proposed item of business
to be submitted in writing to the Company’s Corporate Secretary at its principal executive offices. The Company must receive
the notice of a stockholder’s intention to introduce a nomination or proposed item of business at an annual meeting no later
than 120 days prior to the anniversary of the date on which the Company released its proxy statement in connection with the prior
year’s annual meeting to its stockholders.
Stockholder Communications with Directors
Generally, stockholders
who have questions or concerns should contact the Company’s Corporate Secretary at (631) 231-0333. Any stockholder who
wishes to address questions regarding the Company’s business directly with the Board of Directors, or any individual director,
should direct his or her questions, in writing, in care of the Company’s Secretary, at the Company’s offices at 400
Oser Avenue, Suite 150, Hauppauge, NY 11788. Any complaint, concern or reference to a problem or potential problem with the Company’s
accounting, accounting policies, internal control, auditing or financial matters should be addressed to Accounting Complaints,
c/o Chair of the Audit Committee, TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788.
Biographical information of Directors and
Executive Officers
Biographical information
of James J. Hill and Christopher Hughes is included under PROPOSAL 1 – ELECTION OF DIRECTORS above.
Ms. Regina Dowd
was appointed as
a director of the Company in July 2017 to fill the vacancy on the Board of Directors resulting from Joseph F. Hughes’ retirement
from the Company. Her current term as a director expires at the 2018 annual meeting of stockholders. Ms. Dowd has been
employed by TSR Consulting Services, Inc. as an account executive for more than five years prior to her appointment as a director
of the Company. Ms. Dowd holds a B.S. in Nursing from Fairfield University. The Company believes that Ms. Dowd’s experience
in business, including her knowledge of the computer programming industry and her particular familiarity with the Company and its
business, make her well qualified to serve as a member of the Company’s Board of Directors.
Mr. Brian J. Mangan
has served as
a director of the Company since January 2016. His current term as a director expires at the 2019 annual meeting of stockholders.
Mr. Mangan is a former senior finance executive for the Disney/ABC Television Group. Prior to his retirement from the Disney/ABC
Television Group in 2013, Mr. Mangan was the east coast Senior Vice President Finance for the ABC Television Network (“ABC”)
for six years. During that time, he directed ABC’s executive team responsible for financial statement preparation and reporting,
internal control review, annual budgets, forecasts and long-term strategic plans. Mr. Mangan was also involved in many major company
and network initiatives, including the development of strategies to increase operational efficiency and reduce costs of programming
and production to address the television industry’s rapidly changing economics and technology. Having joined ABC as a Senior
Accountant in 1983, Mr. Mangan assumed positions of increasing responsibility during almost 30 years with the company. He was promoted
to Director in 1993, Assistant Controller in 1997, Vice President in 2003 and then Senior Vice President in 2007. Mr. Mangan began
his career performing audits for New York State. He holds an MBA in Finance from Adelphi University, a BBA degree in Accounting
from Hofstra University and a Certificate in Financial Planning (CFP). The Company believes that Mr. Mangan’s extensive business
background and experience make him well qualified to serve as a member of the Company’s Board of Directors.
Mr. Raymond A. Roel
has served as
a director of the Company since January 2005. His current term as a director expires at the 2018 annual meeting of stockholders.
Beginning in July 2013, Mr. Roel became a principal of Ray Roel Consulting LLC, and previously served as the Internal Communications
Director of McCann Worldgroup, a unit of Interpublic Group of Companies, Inc., since 1996. Mr. Roel is a 1977 graduate
of Brown University with a B.A. in Semiotics (linguistics). The Company believes that Mr. Roel’s experience in business,
including his background in marketing and corporate communications, make him well qualified to serve as a member of the Company’s
Board of Directors.
Mr. John G. Sharkey
has served as
the Vice President, Finance, Controller and Secretary of the Company since 1990. Mr. Sharkey received a Masters Degree in finance
from Adelphi University and received his Certified Public Accountant certification from the State of New York. From 1987 until
joining the Company in October 1990, Mr. Sharkey was Controller of a publicly held electronics manufacturer. From 1984 to 1987,
he served as Deputy Auditor of a commercial bank, having responsibility over the internal audit department. Prior to 1984, Mr.
Sharkey was employed by KPMG LLP as a senior accountant.
Executive Compensation
The following table
sets forth information concerning the annual and long-term compensation of the named executive officers for services in all capacities
to the Company for the fiscal years ended May 31, 2017 and 2016. The named executive officers for the fiscal years ended May 31,
2017 and 2016 were (1) Joseph F. Hughes, Chairman, President, Chief Executive Officer and Treasurer, (2) John G. Sharkey, Vice
President, Finance, and (3) Christopher Hughes, Senior Vice President. Mr. Joseph F. Hughes, Mr. Sharkey and Mr. Christopher Hughes
are referred to in this Proxy Statement as the “Executive Officers.”
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
|
Fiscal
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
|
|
|
All Other Compensation
|
|
|
Total
|
|
Joseph F. Hughes
|
|
|
2017
|
|
|
$
|
500,000
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
44,000
|
(3)
|
|
$
|
544,000
|
|
President and
|
|
|
2016
|
|
|
$
|
500,000
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
44,000
|
(3)
|
|
$
|
544,000
|
|
Chief Executive Officer(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John G. Sharkey
|
|
|
2017
|
|
|
$
|
250,000
|
|
|
$
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6,000
|
(4)
|
|
$
|
306,000
|
|
Vice President, Finance
|
|
|
2016
|
|
|
$
|
250,000
|
|
|
$
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
7,000
|
(4)
|
|
$
|
307,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Hughes
|
|
|
2017
|
|
|
$
|
329,000
|
|
|
$
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
25,000
|
(5)
|
|
$
|
454,000
|
|
Sr. Vice President (2)
|
|
|
2016
|
|
|
$
|
300,000
|
|
|
$
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
23,000
|
(5)
|
|
$
|
423,000
|
|
|
(1)
|
Joseph F. Hughes served as the President and Chief Executive
Officer of the Company during the fiscal years ended May 31, 2017 and 2016. Mr. Joseph F. Hughes retired as President and Chief
Executive Officer of the Company as of July 5, 2017.
|
|
(2)
|
Christopher Hughes served as the Senior Vice President of the
Company during the fiscal years ended May 31, 2017 and 2016. Mr. Christopher Hughes was appointed as President and Chief Executive
Officer of the Company as of July 5, 2017 upon Joseph F. Hughes’ retirement.
|
|
(3)
|
Of these amounts, $22,000 related to Mr. Joseph F. Hughes’
personal use of an automobile provided by the Company for each of the 2017 and 2016 fiscal years; $7,000 and $8,000 was paid to
Mr. Joseph F. Hughes for a country club membership for the 2017 and 2016 fiscal years, respectively; and $15,000 and $14,000 was
paid to Mr. Joseph F. Hughes for premiums for medical insurance benefits for the 2017 and 2016 fiscal years, respectively.
|
|
(4)
|
Amounts related to Mr. Sharkey’s personal use of an automobile provided by the Company.
|
|
(5)
|
Of these amounts, $3,000 related to Mr. Christopher Hughes’ personal use of an automobile
provided by the Company for each of the 2017 and 2016 fiscal years; and $22,000 and $20,000 was paid to Mr. Christopher Hughes
for premiums for medical insurance benefits for the 2017 and 2016 fiscal years, respectively.
|
Outstanding Equity Awards at Fiscal
Year End
There
were no outstanding equity awards at the end of fiscal 2017.
Employment Agreements and Arrangements
Mr. Joseph F. Hughes
was compensated at a base salary of $500,000 per annum during the fiscal year ended May 31, 2017 pursuant to an unwritten employment
agreement between Mr. Hughes and the Company. Mr. Hughes retired on July 5, 2017 at which time the Board of Directors awarded him
a one-time founder’s bonus of $100,000. The Board also approved the continued payment by the Company of the remaining payments
of the lease for the automobile used by Mr. Hughes until the lease expires in May, 2018. Further, the Board approved the continued
payment by the Company for health insurance coverage for Mr. Hughes and his spouse under the Company’s executive medical
plan until May 31, 2018 and payments of $2,000 per month to Mr. Hughes for a period of two years thereafter to assist Mr. Hughes
with the cost of obtaining his own private health insurance coverage. In the event Mr. Hughes passes away prior to May 31, 2020,
the Company will make the $2,000 monthly payments described in the preceding sentence to Mr. Hughes’ spouse during her lifetime
according to the same schedule for the remainder of the period.
In June 2015, the Company
entered into a written employment agreement with Mr. John G. Sharkey, which terminates May 31, 2020. The employment agreement provided
for an initial annual base salary of $250,000, subject to increase in the discretion of the President of the Company, and an annual
bonus determined by the Compensation Committee in its discretion upon recommendation of the President based on Mr. Sharkey’s
individual performance and the Company’s overall performance in such year. As set forth in the Summary Compensation Table
above, the Company paid an annual bonus to Mr. Sharkey in the amount of $50,000 for each of the fiscal years ended May 31, 2017
and 2016.
In March 2012, the Company
entered into a written employment agreement with Mr. Christopher Hughes which, as extended, expired April 30, 2017. This employment
agreement provided for an annual base salary of $300,000 and an annual bonus to be approved by the Compensation Committee at its
discretion. As set forth in the Summary Compensation Table above, the Compensation Committee approved, and the Company paid, an
annual bonus to Mr. Hughes in the amount of $100,000 for the fiscal year ended May 31, 2016. The bonus paid to Mr. Hughes for the
2016 fiscal year was based on the Company’s improved operating results for fiscal 2016 and Mr. Hughes’ contribution
toward such improvement.
In April 2017, in anticipation
of the expiration of Mr. Christopher Hughes’ prior employment agreement, the Company entered into a written employment agreement
with Mr. Hughes, which was effective as of May 1, 2017 and which terminates May 31, 2022. The new employment agreement provides
that Mr. Hughes is entitled to receive an annual bonus with respect to the Company’s 2017 fiscal year determined pursuant
to the same terms set forth in his prior employment agreement that expired on April 30, 2017, which provided that the Compensation
Committee would determine Mr. Hughes’ annual bonus in its discretion. As set forth in the Summary Compensation Table above,
the Compensation Committee approved, and the Company paid, an annual bonus to Mr. Hughes in the amount of $100,000 for the fiscal
year ended May 31, 2017. Mr. Hughes’ current employment agreement provides for an annual base salary of $350,000 and an annual
bonus to be approved by the Compensation Committee in its discretion, which may be based upon standards that the Compensation Committee
approves at the beginning of each fiscal year commencing with the fiscal year beginning June 1, 2017, and which standards may be
modified thereafter with the Compensation Committee’s approval. The Company shall pay any annual bonus that may become payable
within 120 days of the end of the applicable fiscal year, for the period to which the bonus relates. In addition, Mr. Hughes’
employment agreement provides that the Company shall pay Mr. Hughes an advance on his annual bonus for the current fiscal year
within 30 days after the end of each fiscal quarter (other than the fourth fiscal quarter) in an amount equal to the bonus which
would have been earned through the end of such fiscal quarter, based on any standards approved by the Compensation Committee. Each
such advance of the bonus shall be approved by the Compensation Committee unless it is paid in accordance with a formula approved
in advance for such fiscal year. In the event that following any fiscal quarter or following completion of the Company’s
audited financial statements, any advance payment of the bonus previously paid with respect to any fiscal year (or portion thereof)
exceeds the amount that Mr. Hughes is entitled to receive through the end of such fiscal quarter or fiscal year, Mr. Hughes shall
promptly return such excess amount to the Company.
Payments in Connection with Termination
of Employment and Change in Control
Mr. Hughes’ employment
agreement provides that if his employment with the Company is terminated without “cause” (as defined in the employment
agreement) during the six-month period prior to, or within one year after, a “change in control” of the Company (as
such term is defined in the employment agreement), or he resigns from his employment with the Company for “good reason”
(as defined in the employment agreement) on, or within one year after, a “change in control,” then he is entitled to
receive a lump sum payment equal to (i) his full salary through the date of termination at the base salary in effect at the time
of termination or resignation, as applicable, plus his bonus prorated through the date of termination or resignation, plus (ii)
two times his current base salary, plus (iii) two times his bonus for the then current fiscal year, or if that amount cannot be
determined, two times the amount of the bonus paid to him for the prior fiscal year, and all employee benefits for a period of
twenty-four months after termination or resignation.
Mr.
John Sharkey’s employment agreement provides that if he terminates his employment with the Company in connection with a “change
in control” of the Company as such term is defined therein, he is entitled to receive (i) his full salary through the date
of termination, (ii) an amount equal to two times his current base salary, (iii) the pro rata portion of the annual bonus to which
he is entitled for the then current year pro rated through the date of termination, or if such amount cannot be determined, the
pro rata portion of the annual bonus paid for the preceding year through the date of termination, (iv) an amount equal to two times
the annual bonus payable to him for the then current year, or if such amount cannot be determined, two times the amount of the
annual bonus paid to him for the prior year, and (v) all employee benefits for a period of two years after termination.
Director Compensation
The following table
sets forth information concerning the compensation of the non-officer directors of the Company for the fiscal year ended May 31,
2017. Directors of the Company who also serve as executive officers of the Company are not paid any compensation for their service
as directors. For the fiscal year ended May 31, 2017, Joseph F. Hughes and Christopher Hughes were the only directors of the Company
who also served as executive officers.
Name
|
|
Fees
Earned
Or Paid
In Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
|
|
|
All Other Compensation
|
|
|
Total
|
|
Robert A. Esernio
|
|
$
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Hill
|
|
$
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Mangan
|
|
$
|
18,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
18,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond A. Roel
|
|
$
|
15,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
15,000
|
|
For their service, members
of the Board of Directors who are not officers of the Company received an annual retainer of $10,000, payable quarterly during
fiscal 2017. Robert A. Esernio received an additional retainer of $3,000 as Chairman of the Audit Committee until his retirement
from the Board of Directors in September 2016. Mr. Esernio’s $10,000 annual retainer as a director and his $10,000 retainer
as Chairman of the Audit Committee were pro-rated through the date of his retirement. Brian J. Mangan received an additional annual
retainer of $8,000 for his services as Audit Committee Chairman during the remainder of fiscal 2017. Raymond A. Roel received an
additional annual retainer of $5,000 for his services as Compensation Committee Chairman. Regina Dowd was appointed to the Board
of Directors in July, 2017 upon Joseph F. Hughes’ retirement from the Company, and therefore did not serve as a director
during the 2017 fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Audit Committee
is responsible for reviewing and approving all transactions between the Company and any related party pursuant to the Audit Committee’s
charter. The Company was not a participant in any transaction since the beginning of the 2017 fiscal year in which any related
person had a direct or indirect material interest and in which the amount involved exceeded the lesser of $120,000 or 1% of the
average of the Company’s total assets at the end of each of the Company’s two prior fiscal years, and no such transactions
are currently proposed.
Mr. Joseph F. Hughes
and Mrs. Winifred Hughes would each be deemed to be a parent of the Company due to their beneficial ownership of 44.0% of the outstanding
Common Stock of the Company at September 15, 2017. Mr. Joseph F. Hughes disclaims beneficial ownership of the shares of Common
Stock held by Mrs. Winifred Hughes, and Mrs. Winifred Hughes disclaims beneficial ownership of the shares of Common Stock held
by Mr. Joseph F. Hughes. See “Security Ownership of Certain Beneficial Owners and Management” above.
AUDIT COMMITTEE REPORT
The Audit Committee
has reviewed and discussed the Company’s audited consolidated financial statements for the Company’s 2017 fiscal year
with the Company’s management. The Audit Committee has separately discussed with CohnReznick LLP, the Company’s independent
registered public accounting firm for the 2017 Fiscal Year, the matters required to be discussed by Statement of Auditing Standards
No. 61, as amended, (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T.
The Audit Committee
has also received the written disclosures and the letter from CohnReznick LLP required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning
independence, and the Audit Committee has discussed with CohnReznick LLP the independence of that firm from the Company.
Based on the Audit
Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the Company’s
audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the Company’s
2017 fiscal year for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Brian J. Mangan, Chairman
James J. Hill Raymond A. Roel
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the
Exchange Act requires the Company’s officers and directors and persons who beneficially own more than ten percent of a registered
class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange
Commission (the “Commission”). Officers, directors and greater than ten percent Stockholders are required by regulation
of the Commission to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its
review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that all of its officers, directors and greater than ten percent beneficial owners
complied with all filing requirements applicable to them with respect to reports required to be filed by Section 16(a) of the Exchange
Act during fiscal 2017, except for a Form 4 for Joseph F. Hughes and a Form 4 for Christopher Hughes, each relating to one transaction,
which were filed after the two business day filing deadline (due to delay in obtaining access codes necessary to file such reports
on the SEC’s electronic filing system).
PROPOSAL 2 – RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
RELATIONSHIP WITH INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
CohnReznick LLP has
been appointed by the Company's Audit Committee and Board of Directors as the independent registered public accounting firm for
the Company to audit and report on the Company’s consolidated financial statements for the fiscal year ending May 31, 2018.
CohnReznick LLP audited and reported on the Company's consolidated financial statements for the year ended May 31, 2017. The Company
expects that a representative of CohnReznick LLP will be present at the Annual Meeting with an opportunity to make a statement
if he or she desires to do so and will be available to respond to appropriate questions. The appointment of CohnReznick LLP as
the Company’s independent registered public accounting firm will be ratified if it receives the affirmative vote of the holders
of a majority of shares of the Company's Common Stock present at the Annual Meeting, in person or by proxy. Submission of the appointment
of the independent registered public accounting firm to the stockholders for ratification will not limit the authority of the Audit
Committee and Board of Directors to appoint another accounting firm to serve as the independent registered public accounting firm
if the present accountants resign or their engagement is otherwise terminated. If the stockholders do not ratify the appointment
of CohnReznick LLP at the Annual Meeting, the selection of CohnReznick LLP may be reconsidered by the Audit Committee and Board
of Directors. The Audit Committee is responsible for approving the engagement of the Company’s independent registered public
accounting firm to render audit or non-audit services prior to the engagement of the accountants to render such services.
The Board of Directors
unanimously recommends a vote in favor of the approval of the ratification of the appointment of CohnReznick LLP as the Company’s
independent registered public accountants for the fiscal year ending May 31, 2018.
AUDIT FEES
The aggregate fees billed
by CohnReznick LLP for professional services related to the audit of the Company’s consolidated financial statements and
the review of the consolidated condensed financial statements included in the Company’s Quarterly Reports on Form 10-Q for
the fiscal years ended May 31, 2017 and 2016 were $77,000 and $70,000, respectively.
AUDIT RELATED FEES
There were no fees billed
by CohnReznick LLP for audit related services for the fiscal years ended May 31, 2017 or 2016.
TAX FEES
There were no fees billed
by CohnReznick LLP for tax compliance, tax advice and tax planning during the fiscal years ended May 31, 2017 or 2016.
ALL OTHER FEES
There were no fees billed
by CohnReznick LLP related to any other non-audit services for the fiscal years ended May 31, 2017 or 2016.
STOCKHOLDER PROPOSALS
Any proposal that a
stockholder of the Company intends to present at the 2018 Annual Meeting of Stockholders must be received by the Company at its
principal executive office not later than June 27, 2018 for inclusion in the Company's proxy statement and form of proxy relating
to that meeting. Pursuant to the Company’s Bylaws, the deadline for submitting a proposal is the date that is not less than
120 days prior to the anniversary of the date on which the Company released its proxy statement in connection with the prior year’s
annual meeting to its stockholders. The Company is releasing its proxy statement for the 2017 Annual Meeting to its stockholders
on October 25, 2017. Any such proposal must also comply with the other requirements of the proxy solicitation rules of the Securities
and Exchange Commission.
FORM 10-K ANNUAL REPORT
UPON WRITTEN REQUEST
BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING, THE COMPANY WILL FURNISH THAT PERSON, WITHOUT CHARGE, WITH A COPY OF
ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2017, WHICH IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO. IN THE EVENT THAT EXHIBITS TO SUCH FORM 10-K ARE REQUESTED, A FEE WILL
BE CHARGED FOR REPRODUCTION OF SUCH EXHIBITS. If the person requesting the report was not a stockholder of record on October 20,
2017, the request must contain a good faith representation that the person making the request was a beneficial owner of the Company's
stock at the close of business on such date. Requests should be addressed to Mr. John G. Sharkey, Secretary, TSR, Inc., 400 Oser
Avenue, Hauppauge, NY 11788.
HOUSEHOLDING
The Company has adopted
a procedure called “householding,” which has been approved by the SEC. Under this procedure, the Company is delivering
only one copy of the Annual Report and Proxy Statement to multiple stockholders who share the same mailing address and have the
same last name, unless the Company has received contrary instructions from an affected stockholder. This procedure reduces the
Company’s printing costs, mailing costs and fees. Stockholders who participate in householding will continue to receive separate
proxy cards.
The Company will deliver
promptly upon written or oral request a separate copy of the Annual Report and the Proxy Statement to any stockholder at a shared
address to which a single copy of either of those documents was delivered. To receive a separate copy of the Annual Report or Proxy
Statement, you may write to Mr. John G. Sharkey, Secretary, TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788, or call
(631) 231-0333.
OTHER BUSINESS SOLICITATION AND EXPENSES
OF SOLICITATION
The Board of Directors
does not know of any other matters to be brought before the Annual Meeting, except those set forth in the notice thereof. If other
business is properly presented for consideration at the Annual Meeting, it is intended that the proxies will be voted by the persons
named therein in accordance with their judgment on such matters.
The cost of preparing
this Proxy Statement and all other costs in connection with this solicitation of proxies for the Annual Meeting of Stockholders
are being borne by the Company. In addition to solicitation by mail, the Company's directors, officers, and regular employees,
without additional remuneration, may solicit proxies by telephone, e-mail, facsimile and personal interviews. Brokers, custodians,
and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of Common Stock held in their names,
and the Company will reimburse them for their out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Your cooperation in
giving this matter your immediate attention and in returning your proxies will be appreciated.
|
By Order of the Board of Directors,
|
|
|
|
John G. Sharkey, Secretary
|
October 25, 2017
Annual
Meeting
of
Stockholders
November
29, 2017
9:00
A.M. local time
Important
Notice Regarding the Internet Availability of Proxy Materials
for the
Annual Meeting of Stockholders
The 2017
Proxy Statement and the 2017 Annual Report to Stockholders are
Available
at http://www.tsrconsulting.com/investor-relations.php
▲
FOLD
HERE
•
DO
NOT
SEPARATE
•
INSERT
IN
ENVELOPE
PROVIDED
▲
PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS
OF
TSR,
INC.
400
OSER AVENUE, SUITE 150, HAUPPAUGE, NY 11788
THIS
PROXY
IS
SOLICITED
ON
BEHALF
OF
THE
BOARD
OF
DIRECTORS
The
undersigned hereby appoints CHRISTOPHER HUGHES and JOHN G. SHARKEY or either of them, each with full power of substitution, proxies
of the undersigned to vote all shares of common stock of TSR, Inc. (the “Company”) which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Company to be held on the 29th of November, 2017 at 9:00 a.m., at the Radisson
Hotel 110 Vanderbilt Motor Parkway, Hauppauge, New York 11788, and all adjournments thereof, as fully and with the same force
and effect as the undersigned might or could do if personally present thereat.
(Continued,
and
to
be marked, dated
and
signed,
on
the
other
side)
YOUR
VOTE
IS
I
MPO
R
T
AN
T
.
PLEASE
VOTE
TO
DAY.
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2017
Annual
Meeting
of Stockholders
November 29, 2017
9:00
A.M. local time
This
Proxy is Solicited On Behalf
Of
The Board Of Directors
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|
Please Be Sure to Mark, Sign, Date and Return
Your Proxy Card
In the Envelope Provided
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▲
FOLD
HERE
•
DO
NOT
SEPARATE
•
INSERT
IN
ENVELOPE
PROVIDED
▲
PROXY
|
|
Please
mark
your
votes
like this
|
☒
|
THIS PROXY, WHEN PROPERLY EXECUTED,
WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE NOMINEES LISTED UNDER PROPOSAL 1 AND A VOTE
FOR
THE APPROVAL OF
PROPOSAL 2.
1. Election of the following Class II Directors for a three (3) year term:
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|
2. Ratification of appointment of CohnReznick LLP as the Company’s independent registered accountants for the 2018 fiscal year.
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FOR
☐
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AGAINST
☐
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ABSTAIN
☐
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FOR
|
WITHHOLD
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James J. Hill
|
☐
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☐
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3. In accordance with their best judgment with respect to any other business
that may properly come before the annual Meeting.
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Christopher Hughes
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☐
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☐
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CONTROL NUMBER
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Signature
Signature
Date
,
2017
.
Note: Please
sign
as
name(s)
appear(s)
hereon.
Proxies
should be dated when signed. When signing as attorney, executor, administrator, trustee or guardian, the full title of such should
be given. Only authorized officers should sign for a corporation. If shares are registered in more than one name, each joint owner
should sign.
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