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): December 7, 2016

 

TSR, Inc.

(Exact name of registrant as specified in charter)

 

Delaware   0-8656   13-2635899
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

400 Oser Avenue, Suite 150, Hauppauge, NY   11788
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (631) 231-0333

 

 

 

(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 (see General Instruction A.2. below):

 

☐       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))

 

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of TSR, Inc. (the “Company”) was held on December 7, 2016. The following matters were submitted to the stockholders of the Company at the 2016 Annual Meeting for their approval:

 

Election of Director

 

The stockholders of the Company elected Brian J. Mangan to serve as a Class III Director of the Company for a three-year term. The balloting for the election was as follows:

 

Name Votes For Votes Withheld Abstentions Broker Non-Votes
Brian J. Mangan 1,172,319 138,655 -- 461,285

 

Advisory resolution to approve the compensation of the Company’s executive officers

 

The stockholders of the Company voted to approve an advisory resolution approving the compensation of the Company’s executive officers as disclosed in the Company’s proxy statement for the 2016 Annual Meeting pursuant to the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Balloting for this vote was as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
1,297,207 11,552 2,215 461,285

 

Ratification of the appointment by the Company’s Board of Directors of the Company’s independent registered public accountants.

 

The stockholders of the Company voted to ratify the appointment by the Company’s Board of Directors of CohnReznick LLP as the independent registered public accountants of the Company, to examine and report upon the Company’s financial statements for the fiscal year ending May 31, 2017. Balloting for this vote was as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
1,768,465 3,129 665 --

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TSR, INC.
  (Registrant)
     
  By: /s/ John G. Sharkey
    John G. Sharkey
    Vice President-Finance, Controller and
    Secretary

 

Date: December 7, 2016

 

 

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