Strong CPS Technologies (NASDAQ: CPSH) 2026 vote backs share increase and new chair

Rhea-AI Filing Summary

CPS Technologies Corp. reported results of its 2026 Annual Meeting of Stockholders, where all proposals received strong support. Stockholders elected five directors, each receiving in excess of 70% of votes cast, and turnout represented 60.6% of the 18,006,963 common shares outstanding and eligible to vote.

Stockholders approved, on an advisory basis, named executive officer compensation with 6,460,547 votes for, or 95.2%. They also preferred advisory votes on executive pay every year, with 4,622,574 votes, or 68.1%. An amendment to increase authorized common shares from 20,000,000 to 25,000,000 was approved with 10,332,062 votes for, or 94.7%.

Stockholders ratified the selection of the independent registered public accounting firm with 10,611,452 votes for, or 97.3%. Following the meeting, the Board elected I. James Cavoli to serve as chairman of the Board until the Board meeting following the next annual meeting of stockholders and until his successor is elected and qualified.

Insights

Corporate governance analyst

CPS shareholders backed all 2026 proposals, including a higher share authorization and board leadership changes.

Stockholders showed broad support for CPS Technologies Corp.’s governance and compensation framework. All five directors were re-elected with at least 71.3% support, and the advisory vote on named executive officer compensation received 95.2% approval, signaling alignment between investors and management on pay practices.

The amendment increasing authorized common stock from 20,000,000 to 25,000,000 gives the company additional equity capacity, approved with 94.7% support. This is an enabling step; any future issuances would still depend on subsequent decisions. Ratification of the independent registered public accounting firm with 97.3% support reinforces confidence in the audit relationship.

Investors also expressed a clear preference for annual advisory votes on executive compensation, with 68.1% favoring a one-year frequency. The Board’s election of I. James Cavoli as chairman following the meeting clarifies leadership structure for the period through the Board meeting after the next annual meeting, as stated in the disclosure.

8-K Event Classification

2 items: 5.07, 7.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Shares outstanding eligible to vote: 18,006,963 shares Shares represented at meeting: 10,905.14 shares Authorized common stock increase: 20,000,000 to 25,000,000 shares +4 more

7 metrics

Shares outstanding eligible to vote 18,006,963 shares Common stock outstanding and eligible to vote at 2026 annual meeting

Shares represented at meeting 10,905.14 shares Shares present in person or by proxy, 60.6% of eligible common stock

Authorized common stock increase 20,000,000 to 25,000,000 shares Amendment to Certificate of Incorporation approved by shareholders

Support for share increase 10,332,062 votes for (94.7%) Proposal to increase authorized common stock

Say-on-pay approval 6,460,547 votes for (95.2%) Advisory vote on named executive officer compensation

Auditor ratification support 10,611,452 votes for (97.3%) Ratification of independent registered public accounting firm

Annual say-on-pay preference 4,622,574 votes (68.1%) Frequency of advisory vote on executive compensation: every year

Key Terms

advisory vote, named executive officer compensation, frequency of voting on the compensation of named executive officers, amendment to the Certificate of Incorporation, +2 more

6 terms

advisory vote financial

"Proposal 2: Advisory vote to approve named executive officer compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officer compensation financial

"Proposal 2: Advisory vote to approve named executive officer compensation."

frequency of voting on the compensation of named executive officers financial

"Proposal 3: Advisory vote on the frequency of voting on the compensation of named executive officers"

amendment to the Certificate of Incorporation regulatory

"Vote to approve the amendment to the Certificate of Incorporation, as amended increasing the number of authorized shares"

independent registered Public Accounting Firm financial

"Proposal 5: Ratification of selection of independent registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure At the Board of directors meeting"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Understanding 8-K Material Events →

false 0000814676 0000814676 2026-04-30 2026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 30, 2026

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)

508-222-0614

(Registrant’s telephone number, including area code)

N/A

(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 (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4( c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CPSH		NASDAQ Capital Markets

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2026, CPS Technologies Corp. (“CPS” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 18,006,963 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 10,905.14 shares, or 60.6% of the eligible common stock, were present either in person or by proxy. Based on the results reported by an independent inspector of elections, in excess of 70% of votes cast at the Annual Meeting were in support of each of the Company’s five nominees. The final results of the matters voted on at the Annual Meeting are provided below:

Proposal 1: The following individuals were elected as directors to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified.

Director Name		For				For (%)				Against				Abstained
Grant C. Bennett			4,835,314				71.3				1,675,440				272,760
Francis J. Hughes, Jr.			6,163,884				90.9				347,584				272,046
Daniel C. Snow			6,250,932				92.2				256,008				276,574
I. James Cavoli			6,494,583				95.7				22,897				266,034
Ralph M. Norwood			6,444,316				95.0				63,365				275,883

Proposal 2:  Advisory vote to approve named executive officer compensation.

For		Against			Abstained
6,460,547 (95.2%)			56,953 (0.8%)			266,014 (3.9%)

Proposal 3: Advisory vote on the frequency of voting on the compensation of named executive officers

Frequency			For				Abstained
Every year			4,622,574 (68.1%)				261,127 (3.9%)
Every two years			81,471 (1.2%)
Every three years			1,818,342 (26.8%)

Proposal 4: Vote to approve the amendment to the Certificate of Incorporation, as amended increasing the number of authorized shares of common stock, $0.01 par value, from 20,000,000 to 25,000,000.

For		Against			Abstained
10,332,062 (94.7%)			311,827 (2.9%)			262,025 (2.4%)

Proposal 5:  Ratification of selection of independent registered Public Accounting Firm

For		Against			Abstained
10,611,452 (97.3%)			19,950 (0.2%)			274,512 (1.5%)

Item 7.01 Regulation FD Disclosure

At the Board of directors meeting, immediately following the Annual Meeting of Stockholders, the Board of Directors elected I. James Cavoli to serve as chairman of the Board, until the Board meeting following the next annual meeting of stockholders and until his successor is elected and qualified.

SIGNATURE

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

CPS Technologies Corp. (Registrant)
Date: May 5, 2026	/s/ Charles K. Griffith Jr. Charles K. Griffith Jr. Chief Financial Officer

FAQ

What did CPS Technologies Corp. (CPSH) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing five directors, an advisory vote backing executive compensation, an annual say-on-pay frequency, an amendment increasing authorized common stock to 25,000,000 shares, and ratification of the independent registered public accounting firm, all with strong majority support.

How many CPSH shares were represented at the 2026 CPS Technologies annual meeting?

The meeting had 10,905.14 shares of CPS Technologies common stock represented, equal to 60.6% of the 18,006,963 shares outstanding and eligible to vote. This level of participation provided the quorum needed to validate the elections and advisory votes reported.

How did CPS Technologies (CPSH) shareholders vote on executive compensation in 2026?

Shareholders approved CPS Technologies’ named executive officer compensation on an advisory basis, with 6,460,547 votes for, representing 95.2% of votes cast. Only 56,953 votes, or 0.8%, were against, and 266,014 votes, or 3.9%, abstained from the advisory pay resolution.

What change to authorized common stock did CPS Technologies (CPSH) approve?

Shareholders approved an amendment to the Certificate of Incorporation increasing authorized common stock from 20,000,000 to 25,000,000 shares at $0.01 par value. The proposal passed with 10,332,062 votes for, 311,827 against, and 262,025 abstentions, reflecting 94.7% support.

What say-on-pay vote frequency did CPSH shareholders prefer for CPS Technologies?

CPS Technologies shareholders favored holding advisory votes on executive compensation every year, with 4,622,574 votes, or 68.1%, supporting an annual frequency. Alternatives received far less support: 81,471 votes for every two years and 1,818,342 votes for every three years, plus 261,127 abstentions.

Who was elected chairman of the board at CPS Technologies after the 2026 meeting?

Following the annual meeting, the Board of Directors elected I. James Cavoli to serve as chairman of the Board. He will serve until the Board meeting following the next annual meeting of stockholders and until his successor is elected and qualified, as disclosed under Regulation FD.

How did CPSH shareholders vote on CPS Technologies’ auditor ratification in 2026?

Shareholders strongly ratified the selection of the independent registered public accounting firm, with 10,611,452 votes for, representing 97.3%. Only 19,950 votes, or 0.2%, were against, and 274,512 votes, or 1.5%, abstained, indicating broad support for the company’s auditor choice.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB