CSP INC /MA/ 8-K

What Happened
CSP Inc. (CSPI) filed an 8-K on Feb. 13, 2026 reporting the results of its Annual Meeting held on February 10, 2026. Of 9,904,783 shares outstanding and entitled to vote, 7,765,027 shares were represented, constituting a quorum. Four director nominees — Victor Dellovo, Ismail “Izzy” Azeri, Anthony Folger and Stephen Webber — were elected to serve until the 2027 Annual Meeting. Shareholders also approved the advisory vote on executive compensation (say-on-pay) and ratified CBIZ US, LLP as the company’s independent auditors for fiscal year 2026.

Key Details

• Quorum: 7,765,027 of 9,904,783 shares represented at the meeting.
• Director election votes (For / Withhold / Broker non-votes):
  • Victor Dellovo: 5,495,012 / 157,934 / 2,112,081
  • Ismail “Izzy” Azeri: 5,481,813 / 171,133 / 2,112,081
  • Anthony Folger: 5,420,605 / 232,341 / 2,112,081
  • Stephen Webber: 5,489,844 / 163,102 / 2,112,081
• Advisory vote on executive compensation: For 4,872,417; Against 632,608; Abstain 147,921; Broker non-votes 2,112,081.
• Ratification of independent auditor (CBIZ US, LLP): For 7,651,239; Against 106,146; Abstain 7,642.
• 8-K signed by CFO Gary W. Levine on Feb. 13, 2026.

Why It Matters
These results confirm continuity in the company’s board and governance for the coming year and show shareholder support for the company’s executive pay program and auditor choice. The sizable number of broker non-votes (2,112,081) reflects shares held by brokers that did not vote on certain matters, which can affect the effective voting outcome on non-routine items. Investors should note the re-election of the named directors and the auditor ratification when assessing corporate governance and oversight going into fiscal 2026.