CSP Inc. (NASDAQ: CSPI) holders back directors, say-on-pay and auditor

Rhea-AI Filing Summary

CSP Inc. reported voting results from its 2026 Annual Meeting held on February 10, 2026. Of 9,904,783 shares outstanding and entitled to vote, 7,765,027 shares were represented, establishing a quorum.

Shareholders elected four directors—Victor Dellovo, Ismail “Izzy” Azeri, Anthony Folger, and Stephen Webber—with each nominee receiving more than 5.4 million votes "for" and 2,112,081 broker non-votes recorded for each.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 4,872,417 votes for, 632,608 against, and 147,921 abstentions, plus 2,112,081 broker non-votes. In addition, shareholders ratified the appointment of CBIZ US, LLP as independent auditors for fiscal 2026 by 7,651,239 votes for, 106,146 against, and 7,642 abstentions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 10, 2026

CSP Inc.

(Exact name of the registrant as specified in its charter)

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Massachusetts

(State or other jurisdiction of incorporation)

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000-10843	04-2441294
(Commission File Number)	(IRS Employer Identification No.)

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175 Cabot Street - Suite 210, Lowell, MA	01854
(Address of principal executive offices)	(Zip Code)

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(978) 954-5038

(Registrant’s telephone number, including area code)

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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:

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☐ 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))

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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 Exchange 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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CSPI	Nasdaq Global Market

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

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(b)     At the Company’s 2026 Annual Meeting held on February 10, 2026, of the 9,904,783 shares outstanding and entitled to vote, 7,765,027 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as certified by the Inspector of Elections for the Meeting, are as follows:

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Item No. 1: Election of four directors to serve until the Company’s 2027 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below.

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Nominee	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

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Item No. 2: Advisory vote to approve the compensation paid to the Company’s named executive officers, voted as follows:   

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For	Against	Abstain	Broker Non-Votes
4,872,417	632,608	147,921	2,112,081

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Or ​ ​

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Item No. 3: Ratification of the appointment of CBIZ US, LLP as the Company’s independent auditors for fiscal year 2026 voted as follows:  

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For	Against	Abstain
7,651,239	106,146	7,642

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SIGNATURE

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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 hereunto duly authorized.

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CSP INC.

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Date: February 13, 2026

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By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

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FAQ

What did CSP Inc. (CSPI) shareholders vote on at the 2026 Annual Meeting?

CSP Inc. shareholders voted on directors, executive pay, and auditors. They elected four directors for terms through the 2027 Annual Meeting, approved an advisory say-on-pay resolution, and ratified CBIZ US, LLP as independent auditors for the 2026 fiscal year, based on certified vote totals.

Were all CSP Inc. (CSPI) director nominees elected at the 2026 Annual Meeting?

All four CSP Inc. director nominees were elected. Victor Dellovo, Ismail “Izzy” Azeri, Anthony Folger, and Stephen Webber each received over 5.4 million votes in favor, with additional broker non-votes recorded, confirming their service until the 2027 Annual Meeting or until successors are elected.

How did CSP Inc. (CSPI) shareholders vote on executive compensation in 2026?

Shareholders approved CSP Inc.’s executive compensation on an advisory basis. The say-on-pay proposal received 4,872,417 votes for, 632,608 against, and 147,921 abstentions, with 2,112,081 broker non-votes, indicating overall support for the compensation of the company’s named executive officers.

Did CSP Inc. (CSPI) shareholders ratify the 2026 independent auditors?

Yes, shareholders ratified CBIZ US, LLP as auditors. The ratification received 7,651,239 votes for, 106,146 against, and 7,642 abstentions, confirming CBIZ US, LLP as CSP Inc.’s independent auditors for the fiscal year 2026 following the Annual Meeting vote.

How many CSP Inc. (CSPI) shares were represented at the 2026 Annual Meeting?

7,765,027 CSP Inc. shares were represented at the meeting. Out of 9,904,783 shares outstanding and entitled to vote, this attendance level constituted a quorum, allowing shareholders to validly conduct business and approve the proposals presented at the 2026 Annual Meeting.

What quorum was achieved at CSP Inc.’s (CSPI) 2026 Annual Meeting?

A valid quorum was established with 7,765,027 shares represented. These shares were present or represented out of 9,904,783 outstanding and entitled to vote, enabling formal shareholder action on director elections, the advisory compensation vote, and auditor ratification.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 EX-101.SCH 3.3 KB
• EX-101 EX-101.DEF 2.7 KB
• EX-101 EX-101.LAB 16.9 KB
• EX-101 EX-101.PRE 11.1 KB