0000356037false00003560372025-02-042025-02-04

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): February 4, 2025

CSP Inc.

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

Massachusetts

(State or other jurisdiction of incorporation)

000-10843

04-2441294

(Commission File Number)

(IRS Employer Identification No.)

175 Cabot Street - Suite 210, Lowell, MA

01854

(Address of principal executive offices)

(Zip Code)

(978) 954-5038

(Registrant’s telephone number, including area code)

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))

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.

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

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

(b)     At the Company’s 2025 Annual Meeting held on February 4, 2025, of the 9,882,613 shares outstanding and entitled to vote, 7,281,537 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:

Item No. 1: Election of five directors to serve until the Company’s 2026 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below.

Nominee

For

Withhold

Broker Non-Votes

Victor Dellovo

5,373,512

186,789

1,721,236

Ismail “Izzy” Azeri

5,218,463

341,838

1,721,236

Anthony Folger

5,386,653

173,648

1,721,236

Stephen Webber

5,387,153

173,148

1,721,236

Marilyn T. Smith

5,267,073

293,228

1,721,236

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

For

Against

Abstain

Broker Non-Votes

4,977,528

321,853

260,920

1,721,236

Or

Item No. 3: Approval of the CSP Inc. 2025 Stock Incentive Plan voted as follows:   

For

Against

Abstain

Broker Non-Votes

3,481,638

1,810,417

268,246

1,721,236

Item No. 4: Ratification of the appointment of RSM US, LLP as the Company’s independent auditors for fiscal 2025 voted as follows:  

For

Against

Abstain

7,107,255

154,424

19,858

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 hereunto duly authorized.

CSP INC.

Date: February 6, 2025

By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

v3.25.0.1
Document and Entity Information
Feb. 04, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 04, 2025
Securities Act File Number 000-10843
Entity Registrant Name CSP Inc.
Entity Incorporation, State or Country Code MA
Entity Tax Identification Number 04-2441294
Entity Address, Address Line One 175 Cabot Street
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Lowell
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01854
City Area Code 978
Local Phone Number 954-5038
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CSPI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000356037
Amendment Flag false

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