DSS, Inc. (NYSE: DSS) reports 2025 shareholder votes on board, auditor and pay

Rhea-AI Filing Summary

DSS, Inc. reported the results of its 2025 annual meeting of stockholders held on December 3, 2025. A total of 9,092,518 shares of common stock, representing 83.80% of shares outstanding and eligible to vote as of October 6, 2025, were present in person or by proxy, establishing a quorum.

Stockholders elected all seven director nominees — Ambrose Chan Heng Fai, José Escudero, Wai Leung William Wu, Tung Moe Chan, Hiu Pan Joanne Wong, Shui Yeung Frankie Wong, and Lim Sheng Hon Danny — to serve until the next annual meeting. They also ratified the appointment of HTL International, LLC as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 7,401,486 votes for, 178,858 against and 39,793 abstentions.

In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 6,214,296 votes for, 31,186 against and 8,073 abstentions, plus 1,366,582 broker non-votes.

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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 3, 2025

DSS, INC.

(Exact name of registrant as specified in its charter)

New York		001-32146		16-1229730
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

275 Wiregrass Pkwy, West Henrietta, NY		14586
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 325-3610

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:

☐	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))

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.02 par value per share		DSS		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 3, 2025, DSS, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Meeting”). A total of 9,092,518 shares of common stock of the Company, representing 83.80% of the aggregate shares outstanding and eligible to vote on October 6, 2025, the record date for the Meeting, and constituting a quorum, were represented in person or by valid proxies at the Meeting.

The stockholders approved the election of Ambrose Chan Heng Fai; José Escudero; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Lim Sheng Hon Danny to serve as directors of the Company until the next annual meeting of the shareholders.

The stockholders ratified the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The stockholders also approved, on an advisory basis, the compensation of the named executive officers.

The final voting results on these matters were as follows:

1. Approval of the election of Ambrose Chan Heng Fai; José Escudero; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Lim Sheng Hon Danny to serve as directors of the Company until the next annual meeting of the shareholders:

		FOR		AGAINST		WITHHELD		BROKER NON-VOTES
Ambrose Chan Heng Fai		6,120,313		127,481		5,761		1,366,582
José Escudero		6,114,054		132,862		6,639		1,366,582
Lim Sheng Hon Danny		6,097,779		149,409		6,367		1,366,582
Wai Leung William Wu		6,098,300		149,113		6,142		1,366,582
Tung Moe Chan		6,118,675		129,099		5,781		1,366,582
Hiu Pan Joanne Wong		6,220,802		26,672		6,181		1,366,582
Shui Yeung Frankie Wong		6,090,329		156,974		6,252		1,366,582

2. Ratification of the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

FOR		AGAINST		ABSTAIN
7,401,486		178,858		39,793

3. Approval on an advisory basis of, the compensation of the named executive officers:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
6,214,296		31,186		8,073		1,366,582

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	DSS, INC.
Date: December 4, 2025	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Interim Chief Executive Officer

FAQ

What did DSS (DSS) announce in this Form 8-K?

DSS, Inc. disclosed the results of its 2025 annual meeting of stockholders, including director elections, auditor ratification, and the advisory vote on executive compensation.

How many DSS shares were represented at the 2025 annual meeting?

A total of 9,092,518 shares of DSS common stock, representing 83.80% of the shares outstanding and eligible to vote as of October 6, 2025, were represented at the meeting.

Were all DSS director nominees elected at the 2025 annual meeting?

Yes. All seven nominees — Ambrose Chan Heng Fai, José Escudero, Wai Leung William Wu, Tung Moe Chan, Hiu Pan Joanne Wong, Shui Yeung Frankie Wong, and Lim Sheng Hon Danny — were elected to serve until the next annual meeting.

Which audit firm did DSS stockholders ratify for fiscal year 2025?

Stockholders ratified HTL International, LLC as DSS, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 7,401,486 votes for, 178,858 against, and 39,793 abstentions.

How did DSS stockholders vote on executive compensation (say-on-pay)?

On an advisory basis, DSS stockholders approved the compensation of named executive officers, with 6,214,296 votes for, 31,186 against, 8,073 abstentions, and 1,366,582 broker non-votes.

What percentage of DSS’s outstanding shares were needed for a quorum at the meeting?

The company reported that 83.80% of the aggregate shares outstanding and eligible to vote as of October 6, 2025, were represented at the meeting, which constituted a quorum.