Item 5.02 Submission of Matters to a Vote
of Security Holders.
The combined 2019 & 2020 Annual Meeting
of Stockholders (the “Annual Meeting”) of TSR, Inc. (the “Company”) was held on November 19, 2020, at 11:00
a.m. Eastern Time, via webcast at https://www.cstproxy.com/tsrconsulting/2020. Stockholders considered seven proposals at the meeting,
each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on October 26, 2020.
At the beginning of the Annual Meeting, there
were 1,409,611 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 71.8%
of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the
transaction of business.
The final voting results are reported below.
Proposal No. 1: Election of one Class II Director
for a three (3) year term.
The Company’s stockholders elected
the nominee, Robert Fitzgerald, for a Class II Director, and the voting results are set forth below:
|
For
|
Withhold
|
Broker Non-Vote
|
Robert Fitzgerald
|
1,005,336
|
17,557
|
386,718
|
Proposal No. 2: Approval of an amendment to
the Company’s Certificate of Incorporation to de-classify the Board of Directors (“Board”).
The Company’s stockholders did
not approve amending the Company’s Certificate of Incorporation to de-classify the Board, and the voting results are set
forth below:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
1,004,279
|
18,018
|
596
|
386,718
|
Proposal No. 3: Approval of the adoption of
the 2020 Equity Incentive Plan.
The Company’s stockholders approved
the adoption of the 2020 Equity Incentive Plan, and the voting results are set forth below:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
861,843
|
161,050
|
0
|
386,718
|
Proposal No. 4: Ratification of appointment
of CohnReznick LLP as the Company’s independent registered accountant for the 2021 fiscal year.
The Company’s stockholders ratified
the appointment of CohnReznick LLP as the Company’s independent registered accountant for the 2021 fiscal year, and the voting
results are set forth below:
For
|
Against
|
Abstain
|
1,378,585
|
29,855
|
1,171
|
Proposal No. 5: Approval, on a non-binding
advisory basis, of the compensation program of the Company’s named executive officers.
The Company’s stockholders gave
advisory approval of the compensation program of the Company’s named executive officers, and the voting results are set forth
below:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
1,009,140
|
13,633
|
120
|
386,718
|
Proposal No. 6: Approval, on a non-binding
advisory basis, whether a non-binding advisory vote on the compensation program for the Company’s named executive officers
should be held every one, two or three years.
The Company’s stockholders gave
advisory approval of setting the frequency of future advisory votes on executive compensation at one year, and the voting results
are set forth below:
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Vote
|
804,820
|
644
|
211,074
|
6,355
|
386,718
|
In accordance with the Board’s
recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory stockholder
vote on the Company’s executive compensation every year until the next required advisory vote on the frequency of future
executive compensation votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2026.
Proposal No. 7: Approval, on a non-binding
advisory basis, of the termination of the Company’s stockholder rights plan no later than August 29, 2021.
The Company’s stockholders gave
advisory approval of terminating the Company’s stockholder rights plan no later than August 29, 2021, and the voting results
are set forth below:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
892,204
|
121,111
|
9,578
|
386,718
|