TSS, Inc. 8-K

What Happened

• TSS, Inc. (TSSI) filed an 8-K on June 4, 2026 reporting the results of its June 4, 2026 annual meeting of stockholders. Stockholders elected Class III directors for three-year terms expiring in 2029 and ratified the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The meeting proposals were described in the company’s proxy statement filed April 23, 2026.

Key Details

• Director elections (Class III, term to 2029):
  • Peter Woodward: For 7,367,946; Withheld 1,294,246; Broker Non-Votes 9,579,122.
  • Vivek Mohindra: For 8,552,439; Withheld 109,753; Broker Non-Votes 9,579,122.
• Auditor ratification:
  • BDO USA, P.C. ratified as independent auditor for fiscal 2026 — For 18,165,551; Against 39,358; Abstain 36,405.
• Proxy statement describing the proposals was filed with the SEC on April 23, 2026.

Why It Matters

• Board continuity: The election of Class III directors through 2029 signals continuity in board composition, which can affect strategic oversight and corporate governance.
• Audit continuity: Ratification of BDO USA, P.C. confirms the company’s independent auditor for fiscal 2026, relevant to financial reporting and audit continuity.
• Voting detail to note: A large number of broker non-votes (9,579,122) were recorded on the director elections, which can occur when brokers hold shares but do not have voting instructions from beneficial owners; investors tracking shareholder engagement or contested governance matters may find this notable.