DSS Sets Dec. 3 Shareholder Meeting to Elect Directors, Ratify Auditor

Ticker: DSS · Form: DEF 14A · Filed: Oct 20, 2025 · CIK: 771999

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Shareholder Meeting, SEC Filing

Related Tickers: DSS

TL;DR

**DSS is holding its annual meeting to rubber-stamp its board and auditor, but shareholders should scrutinize executive pay and director independence.**

AI Summary

DSS, Inc. (DSS) is holding its 2025 Annual Meeting of Stockholders on December 3, 2025, to elect 7 director nominees, ratify HTL International, LLC. as its independent registered public accounting firm for fiscal year 2025, and conduct an advisory vote on executive compensation. The Board of Directors recommends a 'FOR' vote on all proposals. HTL International, LLC.'s anticipated audit and review fees for the fiscal year ending December 31, 2025, are expected to range between $205,000 and $225,000. For the fiscal year ended December 31, 2024, Withum billed approximately $100,000 for tax services, and Greendyke Jencik & Associates CPAs, PLLC billed approximately $9,000 for tax provisions. Former principal accountant Grassi & Co. CPAs, P.C. billed approximately $33,000 for S-1, 10-Q, and 10-K filings for Impact BioMedical for the years ended December 31, 2024 and 2023. Jason Grady serves as Interim Chief Executive Officer since October 2024, previously holding the COO position since August 2018. The company had 9,092,518 shares of common stock outstanding on the record date of October 6, 2025.

Why It Matters

This DEF 14A filing outlines critical governance decisions for DSS, Inc., directly impacting investor confidence and operational oversight. The election of 7 directors, including Executive Chairman Ambrose Chan Heng Fai and Lead Independent Director William Wu Wai Leung, will shape the company's strategic direction and accountability. Ratifying HTL International, LLC. as the auditor ensures financial transparency, a key factor for investors evaluating the company's health against competitors. The advisory vote on executive compensation provides a direct channel for shareholders to influence management incentives, potentially aligning leadership more closely with long-term shareholder value in a competitive market.

Risk Assessment

Risk Level: low — The filing is a routine DEF 14A proxy statement for an annual meeting, primarily focused on director elections, auditor ratification, and an advisory vote on executive compensation. There are no indications of significant financial distress, hostile takeovers, or major regulatory issues. The proposals are standard corporate governance matters.

Analyst Insight

Investors should review the backgrounds of the 7 director nominees and the executive compensation details to ensure alignment with their investment thesis. While the auditor ratification is typically routine, understanding the fee structure and any changes in accounting firms is prudent. Vote 'FOR' or 'AGAINST' the advisory executive compensation proposal based on your assessment of performance and pay alignment.

Key Numbers

Key Players & Entities

FAQ

When is DSS, Inc.'s 2025 Annual Meeting of Stockholders?

DSS, Inc.'s 2025 Annual Meeting of Stockholders is scheduled for Wednesday, December 3, 2025, at 9:00 a.m. Eastern time, at 275 Wiregrass Pkwy, West Henrietta, New York 14586.

What are the main proposals for the DSS, Inc. Annual Meeting?

The main proposals for the DSS, Inc. Annual Meeting are the election of 7 director nominees, the ratification of HTL International, LLC. as the independent registered public accounting firm for fiscal year 2025, and an advisory vote on executive compensation.

Who is the independent registered public accounting firm for DSS, Inc. for 2025?

HTL International, LLC. has been appointed as DSS, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2025. The anticipated fees for their audit and review services are expected to range between $205,000 and $225,000.

Who are the director nominees for DSS, Inc.?

The 7 director nominees for DSS, Inc. are Ambrose Chan Heng Fai (Executive Chairman), José Escudero, Lim Sheng Hon Danny, William Wu Wai Leung (Lead Independent Director), Tung Moe Chan, Joanne Wong Hiu Pan, and Frankie Wong Shui Yeung.

What is the record date for voting at the DSS, Inc. Annual Meeting?

The record date for determining stockholders entitled to notice of, and to vote at, the DSS, Inc. Annual Meeting is the close of business on October 6, 2025. On this date, there were 9,092,518 shares of common stock outstanding.

What is the role of Jason Grady at DSS, Inc.?

Jason Grady has served as the Interim Chief Executive Officer (CEO) of DSS, Inc. since October 2024. Prior to this, he was the Company's Chief Operating Officer (COO) since August 2018.

How does DSS, Inc. handle related person transactions?

DSS, Inc.'s Audit Committee is responsible for reviewing, approving, or ratifying transactions with related persons. The Audit Committee Charter allows for pre-approval policies and procedures, ensuring transparency and proper oversight of such transactions.

What is the required vote for director nominees at DSS, Inc.?

Director nominees at DSS, Inc. must receive a majority of the votes cast on their election, meaning they must receive more 'FOR' votes than 'WITHHOLD' votes to be elected.

What were the tax fees paid by DSS, Inc. in 2024?

For the fiscal year ended December 31, 2024, DSS, Inc. paid approximately $100,000 to Withum for tax compliance, advice, and planning, and approximately $9,000 to Greendyke Jencik & Associates CPAs, PLLC for quarterly and year-end tax provisions.

Is the advisory vote on executive compensation binding for DSS, Inc.?

No, the advisory vote on executive compensation for DSS, Inc. is non-binding. However, the Company's Compensation and Management Resources Committee will consider the outcome of this stockholder vote when evaluating future executive compensation arrangements.

Industry Context

DSS, Inc. operates within the broader technology and software sectors. The industry is characterized by rapid innovation, intense competition, and evolving customer demands for integrated solutions. Companies in this space often focus on areas like data management, cybersecurity, and digital transformation services, facing pressure to maintain competitive pricing and demonstrate clear ROI for their clients.

Regulatory Implications

As a publicly traded company, DSS, Inc. is subject to SEC regulations, including the timely and accurate filing of proxy statements like this DEF 14A. Compliance with accounting standards and auditor independence rules is critical. Any misstatements or failures in governance could lead to regulatory scrutiny and penalties.

What Investors Should Do

  1. Review Director Nominees
  2. Evaluate Auditor Ratification
  3. Vote on Executive Compensation
  4. Check Share Ownership

Key Dates

Glossary

DEF 14A
A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains information that shareholders need to vote at an annual or special meeting. (This document is the DEF 14A filing for DSS, Inc., detailing the agenda and information for their 2025 Annual Meeting.)
Board of Directors
A group of individuals elected by shareholders to oversee the management of a company. (The Board of Directors of DSS, Inc. is recommending a 'FOR' vote on all proposals at the Annual Meeting.)
Independent Registered Public Accounting Firm
An external audit firm hired by a company to provide an independent opinion on its financial statements. (HTL International, LLC. is proposed to be ratified as DSS, Inc.'s independent auditor for fiscal year 2025.)
Advisory Vote on Executive Compensation
A non-binding shareholder vote on the compensation of the company's top executives. (This is one of the key proposals to be voted on at the DSS, Inc. Annual Meeting.)
Common Stock
A class of stock that represents ownership in a corporation and entitles the owner to vote on corporate matters. (The voting power for the Annual Meeting is based on the 9,092,518 shares of common stock outstanding as of the record date.)

Year-Over-Year Comparison

This filing indicates a transition in auditing firms, with HTL International, LLC. proposed for fiscal year 2025, replacing previous auditors. The anticipated audit fees for HTL International, LLC. are significantly higher than the $33,000 billed by Grassi & Co. for specific filings in prior years, suggesting a change in scope or auditor. The filing also highlights the appointment of Jason Grady as Interim CEO in October 2024, indicating recent leadership changes not present in prior periods.

Filing Stats: 4,469 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-10-20 09:47:13

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 15 Summary Compensation Table 15 Employment and Severance Agreements 15 Outstanding Equity Awards at Fiscal Year-End 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND RELATED PERSON TRANSACTIONS 18 Section 16(a) Beneficial Ownership Reporting Compliance 18 Transactions with Related Persons 18 Review, Approval or Ratification of Transactions with Related Persons 19 AUDIT COMMITTEE REPORT 20 ANNUAL REPORT 20 STOCKHOLDER PROPOSALS 21 SOLICITATION OF PROXIES 22 OTHER BUSINESS 23 AVAILABLE INFORMATION 23 DSS, INC. 275 WIREGRASS PKWY WEST HENRIETTA, NEW YORK 14586 PROXY ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 3, 2025 Date, Time and Place We are furnishing this proxy statement (the “Proxy Statement”) to the holders of our common stock, par value $0.02 per share (the “Common Stock”), in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of DSS, Inc. (together with its consolidated subsidiaries (unless the context otherwise requires), referred to herein as “DSS,” “we,” “us,” “our” or the “Company”) for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m. eastern time at 275 Wiregrass Pkwy, Henrietta, New York 14586, on December 3, 2025, and any adjournment thereof. Matters to be Considered The Annual Meeting will be held for the following purposes: 1. Director Nomination: To elect 7 director nominees to serve until the next annual meeting of stockholders; 2. Auditor Ratification: To ratify the appointment of HTL International, LLC. as the Company’s independent registered public accounting firm for the year ending December 31, 2025; 3. Advisory Vote on Executive Compensation: To provide an advisory vote to approve executive compensation . As of the date of this Proxy Statement, the Board is not aware of

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