Research Solutions Sets Virtual Annual Meeting, Board Seeks Director Re-election

TL;DR

**RSSS's virtual annual meeting is a routine governance check, but pay votes are a chance for shareholders to push for better alignment.**

AI Summary

Research Solutions, Inc. (RSSS) is holding its Annual Meeting of Stockholders on November 12, 2025, virtually, to address key governance and compensation matters. Stockholders will vote on the election of six directors, the ratification of Wipfli LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026, and non-binding advisory votes on executive compensation and its frequency. The company reported 32,821,783 shares of common stock outstanding as of the September 22, 2025 record date. The board recommends voting FOR all proposals, including an annual frequency for executive compensation votes. The company is leveraging the SEC's 'notice and access' rules to provide proxy materials online, aiming to reduce printing and delivery costs. While specific revenue and net income figures are not detailed in this DEF 14A, the focus is on corporate governance and executive oversight, with the 2025 Annual Report on Form 10-K providing financial specifics.

Why It Matters

This DEF 14A outlines critical governance decisions for Research Solutions, Inc., directly impacting investor confidence and executive accountability. The election of six directors will shape the company's strategic direction and oversight for the coming year, while the ratification of Wipfli LLP ensures continued financial transparency. The advisory votes on executive compensation and its frequency provide a direct channel for stockholders to influence management incentives, a key factor in competitive talent retention and overall company performance. For customers and employees, stable governance and clear executive compensation policies signal a well-managed company, fostering trust and long-term commitment in a competitive information services market.

Risk Assessment

Risk Level: low — The DEF 14A primarily outlines routine corporate governance matters for the upcoming Annual Meeting on November 12, 2025. There are no immediate financial or operational risks disclosed, nor any contentious proposals that suggest significant shareholder dissent or strategic shifts. The proposals, such as electing directors and ratifying auditors, are standard for an annual meeting.

Analyst Insight

Investors should review the 2025 Annual Report on Form 10-K for detailed financial performance and executive compensation specifics before the November 12, 2025 meeting. Vote FOR the board's recommendations on directors and auditors, but consider your stance on executive compensation and its frequency to ensure alignment with long-term shareholder value.

Key Numbers

• 32,821,783 — Shares of common stock outstanding (As of the September 22, 2025 Record Date, entitled to vote)
• 16,410,892 — Shares required for quorum (Represents a majority of outstanding shares as of Record Date)
• November 12, 2025 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• September 22, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• June 30, 2026 — Fiscal Year End (Fiscal year for which Wipfli LLP is appointed independent auditor)

Key Players & Entities

• Research Solutions, Inc. (company) — Registrant and issuer of common stock
• Wipfli LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Roy W. Olivier (person) — Chairman of the Board, Chief Executive Officer and President
• SEC (regulator) — Securities and Exchange Commission
• Equiniti Trust Company, LLC (company) — Transfer agent for Research Solutions, Inc.
• Nevada (regulator) — State of incorporation for Research Solutions, Inc.

FAQ

Industry Context

Research Solutions, Inc. operates in a sector focused on providing research and data solutions. The competitive landscape likely involves other information service providers and technology companies offering similar data access and analytical tools. Industry trends may include increasing demand for specialized data, advancements in AI for data analysis, and the ongoing shift towards digital delivery of information.

Regulatory Implications

The company is subject to SEC regulations regarding proxy solicitations and corporate governance disclosures, as evidenced by this DEF 14A filing. Compliance with 'notice and access' rules aims to streamline communication and reduce costs while ensuring shareholders receive necessary information. The ratification of the independent auditor is a standard regulatory requirement.

What Investors Should Do

1. Review the proxy materials available online at www.proxyvote.com or www.researchsolutions.com.
2. Vote FOR the election of the six directors nominated by the board.
3. Vote FOR the ratification of Wipfli LLP as the independent registered public accounting firm.
4. Vote FOR the advisory vote on executive compensation and the annual frequency for such votes.
5. Participate in the virtual Annual Meeting on November 12, 2025, to vote and submit questions.

Key Dates

• 2025-11-12: Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and advisory votes on executive compensation and its frequency.
• 2025-09-22: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-09-26: Proxy materials made available — Stockholders receive notice of the Annual Meeting and access to proxy materials online.
• 2026-06-30: Fiscal Year End — The fiscal year for which Wipfli LLP is appointed as the independent registered public accounting firm.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document is the DEF 14A filing for Research Solutions, Inc., detailing the agenda for the Annual Meeting and related governance matters.)

Notice and Access

An SEC rule allowing companies to provide proxy materials to shareholders over the internet instead of mailing physical copies. (Research Solutions is using this rule to reduce printing and delivery costs for its proxy materials.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Sets the eligibility for voting at the November 12, 2025 Annual Meeting, with 32,821,783 shares outstanding on September 22, 2025.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares (16,410,892) is required for a quorum at the Annual Meeting.)

Year-Over-Year Comparison

This DEF 14A focuses on the upcoming Annual Meeting of Stockholders and does not provide comparative financial data to a previous filing. Key information such as outstanding shares (32,821,783 as of September 22, 2025) and the meeting date (November 12, 2025) are specific to the current reporting period. The adoption of 'notice and access' rules for proxy material delivery is highlighted as a cost-saving measure.

Filing Documents

• tm2526818d1_def14a.htm (DEF 14A) — 414KB
• tm2526818d1_def14aimg001.jpg (GRAPHIC) — 133KB
• tm2526818d1_def14aimg002.jpg (GRAPHIC) — 108KB
• 0001104659-25-092928.txt ( ) — 1679KB
• rsss-20250630.xsd (EX-101.SCH) — 9KB
• rsss-20250630_lab.xml (EX-101.LAB) — 33KB
• tm2526818d1_def14a_htm.xml (XML) — 144KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 31 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 31 STOCKHOLDER PROPOSALS 31 DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS 32 OTHER MATTERS 32 RESEARCH SOLUTIONS, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 12, 2025 INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES Our board of directors solicits your proxy for the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), and for any postponement or adjournment of the Annual Meeting, for the purposes described in the "Notice of Annual Meeting of Stockholders." The table below shows some important details about the Annual Meeting and voting. Additional information is available in the "Frequently Asked Questions" section of the proxy statement immediately below the table. We use the terms "Research Solutions," "the Company," "we," "our" and "us" in this proxy statement to refer to Research Solutions, Inc., a Nevada corporation. The Notice of Annual Meeting, proxy statement, proxy card and copy of our Annual Report on Form 10-K for the year ended June 30, 2025 (the "2025 Annual Report") are first being made available to our stockholders on or about September 26, 2025. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting This proxy statement and the 2025 Annual Report are available for viewing, printing and downloading at www.proxyvote.com and on the "Investors" section of our website at www.researchsolutions.com . Certain documents referenced in the proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this proxy statement. 1 Meeting Details November 12, 2025, 11:00 a.m. Pacific Time Virtual Meetin

executive compensation every 1 YEAR

executive compensation every 1 YEAR. Why did I receive a notice in the mail regarding the Internet availability of proxy materials? Instead of mailing printed copies to each of our stockholders, we have elected to provide access to our proxy materials over the Internet under the SEC's "notice and access" rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of our proxy materials by sending the Notice of Internet Availability of Proxy Materials, or the Notice, which provides instructions for how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials delivered by mail. Accordingly, on or about September 26, 2025, we mailed the Notice to each of our stockholders. The Notice contains instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, each of which is available at www.proxyvote.com . The Notice also provides instructions on how to vote your shares through the Internet, by telephone, by mail or virtually at the Annual Meeting. What is the purpose of complying with the SEC's "notice and access" rules? We believe compliance with the SEC's "notice and access" rules allows us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise. Will there be any other items of business on the agenda? If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority

View Full Filing

View this DEF 14A filing on SEC EDGAR