CPS TECHNOLOGIES CORP/DE/ 8-K

What Happened
CPS Technologies Corp (CPSH) filed an 8-K reporting the results of its April 30, 2026 Annual Meeting of Stockholders. Of 18,006,963 shares eligible to vote, 10,905.14 shares (60.6%) were present in person or by proxy. All five board nominees were elected, advisory approval of executive compensation passed, stockholders approved increasing authorized common shares, and the audit firm selection was ratified. The company also disclosed under Regulation FD that I. James Cavoli will serve as chairman of the Board until the board meeting following the next annual meeting.

Key Details

• Director elections (votes For / For % / Against / Abstained):
  • Grant C. Bennett: 4,835,314 (71.3%) For; 1,675,440 Against; 272,760 Abstained
  • Francis J. Hughes, Jr.: 6,163,884 (90.9%) For; 347,584 Against; 272,046 Abstained
  • Daniel C. Snow: 6,250,932 (92.2%) For; 256,008 Against; 276,574 Abstained
  • I. James Cavoli: 6,494,583 (95.7%) For; 22,897 Against; 266,034 Abstained
  • Ralph M. Norwood: 6,444,316 (95.0%) For; 63,365 Against; 275,883 Abstained
• Advisory vote on named executive officer compensation: 6,460,547 For (95.2%); 56,953 Against; 266,014 Abstained.
• Advisory vote on compensation frequency: “Every year” received the plurality with 4,622,574 votes (68.1% of votes cast as reported).
• Amendment to increase authorized common stock from 20,000,000 to 25,000,000 shares approved: 10,332,062 For (94.7%); 311,827 Against; 262,025 Abstained.
• Ratification of independent registered public accounting firm: 10,611,452 For (97.3%); 19,950 Against; 274,512 Abstained.

Why It Matters
These outcomes confirm the board’s composition and governance priorities for the coming year: shareholders broadly supported the incumbent nominees and the company’s executive pay approach, and they granted the company authority to issue up to 5 million additional common shares (increasing flexibility for capitalization or financing). The appointment of James Cavoli as chair is a leadership change investors should note for corporate oversight and strategic direction.