Current Report Filing (8-k)

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

June 6 , 201 9

Date of Report (Date of earliest event reported)

TSS , INC.

(Exact name of registrant as specified in its charter)

Delaware

000- 33627

20-2027651

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

110 E. Old Settlers Road
Round Rock, Texas	78664
(Address of principal executive offices)	(Zip Code)

( 512 ) 310-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, 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:

[ ] 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))

Securities registered pursuant to Section 12(b) of this Act: None.

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 .

Submission of Matters to a Vote of Security Holders .

On June 6, 2019, TSS, Inc. (the “Company”) held its annual meeting of stockholders. Four 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 2019 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2019. 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 one Class II director to serve a three-year term expiring in 2022. The final results of voting regarding this proposal were as follows:

Name	For	Against	Withheld	Broker Non-Votes
Anthony Angelini	9,550,605	0	56,172	6,398,396

2. The stockholders of the Company approved, on an advisory basis, the compensation of its Named Executive Officers. The final results of voting regarding this proposal were as follows:

	For	Against	Withheld	Broker Non-Votes
	9,519,179	60,406	27,192	6,398,396

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 its Named Executive Officers. The final results of voting regarding this proposal were as follows:

	Every three years	Every two years	Every year	Abstain
	6,539,274	1,086,460	1,958,192	22,861

The Company will continue to conduct future advisory votes with respect to the compensation of its Named Executive Officers every three years.

4. The stockholders of the Company voted to ratify the appointment of Weaver Tidwell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final results of voting regarding this proposal were as follows:

For	Against	Abstain
15,803,626	52,768	148,779

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.