Form 8-K - Current report

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): October 25, 2023

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

001-32146

16-1229730

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY

14586

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (585) 325-3610

N/A

(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:

☐	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 the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.02 par value per share		DSS		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 October 25, 2023, DSS, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Meeting”). A total of 108,108,275 shares of common stock of the Company, representing 77.07% of the aggregate shares outstanding and eligible to vote on August 30, 2023, the record date for the Meeting, and constituting a quorum, were represented in person or by valid proxies at the Meeting.

The stockholders approved the election of Ambrose Chan Heng Fai; José Escudero; Sassuan Samson Lee; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Frank D. Heuszel to serve as directors of the Company until the next annual meeting of the shareholders.

The stockholders ratified the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The stockholders approved, on an advisory basis, the compensation of the named executive officers.

The final voting results on these matters were as follows:

1. Approval of the election of Ambrose Chan Heng Fai; José Escudero; Sassuan Samson Lee; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Frank D. Heuszel to serve as directors of the Company until the next annual meeting of the shareholders:

	FOR		AGAINST		WITHHELD		BROKER NON-VOTES
Ambrose Chan Heng Fai		83,839,508		5,212,754		144,153		18,911,860
José Escudero		86,087,168		2,934,182		175,065		18,911,860
Sassuan (Samson) Lee		87,624,632		1,385,777		186,006		18,911,860
Wai Leung William Wu		85,948,821		3,103,637		143,957		18,911,860
Tung Moe Chan		84,163,795		4,878,574		154,046		18,911,860
Hiu Pan Joanne Wong		87,183,602		1,847,058		165,755		18,911,860
Shui Yeung Frankie Wong		87,093,600		1,960,880		141,935		18,911,860
Frank D. Heuszel		83,871,358		5,164,120		160,937		18,911,860

2. Ratification of the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

FOR		AGAINST		ABSTAIN
103,723,719		4,011,621		372,935

3. Approval on an advisory basis of, the compensation of the named executive officers:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	86,439,994				2,675,471				80,950				18,911,860

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	DSS, INC.

Date: October 27, 2023	By:	/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel
	Title:	Chief Executive Officer

Cover	Oct. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2023
Entity File Number	001-32146
Entity Registrant Name	DSS, INC.
Entity Central Index Key	0000771999
Entity Tax Identification Number	16-1229730
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	275 Wiregrass Pkwy
Entity Address, City or Town	West Henrietta
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14586
City Area Code	(585)
Local Phone Number	325-3610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.02 par value per share
Trading Symbol	DSS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false