TSS Inc shareholders elect directors, ratify auditor

TSS, Inc. reported the results of its annual stockholder meeting held on June 4, 2026.

Rhea-AI Filing Summary

TSS, Inc. reported the results of its annual stockholder meeting held on June 4, 2026. Stockholders elected two Class III directors to new three-year terms ending in 2029 and ratified the company’s independent public accounting firm for the 2026 fiscal year.

For the board elections, Peter Woodward received 7,367,946 votes for and 1,294,246 withheld, with 9,579,122 broker non-votes. Vivek Mohindra received 8,552,439 votes for and 109,753 withheld, with the same 9,579,122 broker non-votes. Stockholders also ratified BDO USA, P.C. as auditor with 18,165,551 votes for, 39,358 against, and 36,405 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Peter Woodward votes for: 7,367,946 votes Peter Woodward votes withheld: 1,294,246 votes Vivek Mohindra votes for: 8,552,439 votes +3 more

6 metrics

Peter Woodward votes for 7,367,946 votes Class III director election at June 4, 2026 annual meeting

Peter Woodward votes withheld 1,294,246 votes Class III director election at June 4, 2026 annual meeting

Vivek Mohindra votes for 8,552,439 votes Class III director election at June 4, 2026 annual meeting

Broker non-votes on director elections 9,579,122 votes Both Class III director proposals, June 4, 2026 meeting

Auditor ratification votes for 18,165,551 votes Ratification of BDO USA, P.C. for fiscal year ending Dec. 31, 2026

Auditor ratification votes against 39,358 votes Ratification of BDO USA, P.C. for fiscal year ending Dec. 31, 2026

Key Terms

broker non-votes, independent registered public accounting firm, Emerging growth company, Nasdaq Capital Market

4 terms

broker non-votes financial

"Broker Non-Votes | ---------------------------------------------------------- Peter Woodward ... 9,579,122 | Vivek Mohindra ... 9,579,122"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of BDO USA, P.C. as the Company’s 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.

Emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market financial

"Common Stock, $0.0001 Par Value | | TSSI | | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TSS, Inc. (TSSI) shareholders vote on at the 2026 annual meeting?

TSS, Inc. shareholders voted on electing Class III directors and ratifying the auditor. They approved two directors for three-year terms ending in 2029 and ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Which directors were elected at TSS, Inc.’s 2026 annual meeting and for how long?

Shareholders elected Peter Woodward and Vivek Mohindra as Class III directors. Both were chosen to serve three-year terms expiring in 2029, with substantial support in the “for” votes, confirming continued backing for the company’s current board composition.

How many votes did TSS, Inc. director nominees receive at the 2026 meeting?

Peter Woodward received 7,367,946 votes for; Vivek Mohindra received 8,552,439 for. Woodward had 1,294,246 votes withheld, while Mohindra had 109,753 withheld. Each proposal also recorded 9,579,122 broker non-votes on the director elections.

Did TSS, Inc. (TSSI) shareholders ratify BDO USA as the company’s auditor for 2026?

Yes, shareholders ratified BDO USA, P.C. as TSS, Inc.’s auditor for 2026. The ratification received 18,165,551 votes for, 39,358 against, and 36,405 abstentions, indicating strong support for maintaining BDO USA, P.C. as the independent registered public accounting firm.

What were the broker non-vote totals at TSS, Inc.’s 2026 annual meeting?

Broker non-votes totaled 9,579,122 for each director election. These are shares held in street name where brokers did not have authority to vote on the director proposals, which can affect quorum and vote calculations but do not count as votes for or against.

When was TSS, Inc.’s 2026 annual stockholder meeting held and where is the company based?

The 2026 annual meeting was held on June 4, 2026. TSS, Inc. is headquartered at 1800 Aviation Drive, Suite 100, Georgetown, Texas 78628, and its common stock trades on the Nasdaq Capital Market under the symbol TSSI.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

June 4, 2026

Date of Report (Date of earliest event reported)

TSS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33627		20-2027651
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1800 Aviation Drive, Suite 100, Georgetown Texas 78628 

(Address of principal executive offices and zip code) 

  (512) 310-1000

(Registrant’s telephone number, including area code)

Not applicable

(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 Instructions 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))

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, $0.0001 Par Value		TSSI		Nasdaq Capital Market

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. ☐

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

On June 4, 2026, the Company held its annual meeting of stockholders. Two proposals were submitted to the stockholders of the Company for their approval, which proposals are described in detail in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 23, 2026. The final results of voting for each matter submitted to a vote of the stockholders at the meeting were as follows:

1. The stockholders of the Company elected Class III directors to serve a three-year term expiring in 2029. The final results of voting regarding this proposal were as follows:

Name		For				Withheld				Broker Non-Votes
Peter Woodward			7,367,946				1,294,246				9,579,122
Vivek Mohindra			8,552,439				109,753				9,579,122

2. The stockholders of the Company voted to ratify 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 final results of voting regarding this proposal were as follows:

	For			Against				Abstain
	18,165,551				39,358				36,405

2

S I G N A T U R E S

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.

	TSS, INC.
	By:	/s/ Daniel M. Chism
		Daniel M. Chism
		Chief Financial Officer

Date: June 4, 2026

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB