TSS, Inc. Elects New Directors, Adopts Equity Plan
Ticker: TSSI · Form: 8-K · Filed: Jun 10, 2024 · CIK: 1320760
| Field | Detail |
|---|---|
| Company | Tss, Inc. (TSSI) |
| Form Type | 8-K |
| Filed Date | Jun 10, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $300,000, $325,000, $1.72 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-election, equity-incentive-plan, corporate-governance
TL;DR
TSS Inc. board shakeup and new stock plan filed. Big changes ahead?
AI Summary
On June 6, 2024, TSS, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors, including the appointment of Mr. David L. Smith as Chairman of the Board. Additionally, the report covers the adoption of a new equity incentive plan and the filing of financial statements and exhibits.
Why It Matters
Changes in board composition and the adoption of new incentive plans can signal shifts in company strategy and future executive compensation, potentially impacting shareholder value.
Risk Assessment
Risk Level: medium — Changes in board composition and the adoption of new equity plans can indicate significant strategic shifts or internal restructuring, which carry inherent risks.
Key Players & Entities
- TSS, Inc. (company) — Registrant
- David L. Smith (person) — Appointed Chairman of the Board
- Delaware (jurisdiction) — State of incorporation
FAQ
Who were the newly elected directors of TSS, Inc. as of June 6, 2024?
The filing indicates the election of new directors, with Mr. David L. Smith being appointed as Chairman of the Board. Specific names of other elected directors are not detailed in the provided excerpt.
What is the significance of the new equity incentive plan mentioned in the filing?
The adoption of a new equity incentive plan is typically intended to attract, retain, and motivate key employees and directors by providing them with an opportunity to acquire stock or stock options, aligning their interests with those of shareholders.
What financial statements and exhibits were filed with this 8-K?
The filing states that financial statements and exhibits were submitted, but the specific details of these documents are not provided in the excerpt.
What was the previous name of TSS, Inc. and when did the name change occur?
The filing shows that TSS, Inc. was formerly known as Fortress International Group, Inc., with a name change occurring on August 14, 2013.
What is the business address and phone number for TSS, Inc.?
The business address for TSS, Inc. is 110 E. OLD SETTLERS ROAD, SUITE 100, ROUND ROCK, TX 78664, and the business phone number is (512) 310-1000.
Filing Stats: 926 words · 4 min read · ~3 pages · Grade level 8.6 · Accepted 2024-06-10 16:02:16
Key Financial Figures
- $300,000 — t agreement, Mr. Chism's base salary is $300,000, which, effective January 1, 2025, will
- $325,000 — e January 1, 2025, will be increased to $325,000. Mr. Chism is eligible to receive a bon
- $1.72 — 's common stock at an exercise price of $1.72 per share, vesting in equal annual inst
Filing Documents
- tssi20240610_8k.htm (8-K) — 32KB
- ex_686152.htm (EX-99.1) — 7KB
- ex_686153.htm (EX-99.2) — 98KB
- ex_686154.htm (EX-99.3) — 24KB
- 0001437749-24-019812.txt ( ) — 314KB
- tssi-20240606.xsd (EX-101.SCH) — 3KB
- tssi-20240606_def.xml (EX-101.DEF) — 10KB
- tssi-20240606_lab.xml (EX-101.LAB) — 14KB
- tssi-20240606_pre.xml (EX-101.PRE) — 10KB
- tssi20240610_8k_htm.xml (XML) — 2KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On June 10, 2024, TSS, Inc. (the "Company") issued a press release announcing the appointment of Daniel M. Chism as Chief Financial Officer of the Company, effective June 7, 2024, succeeding John Penver. A copy of the press release is being furnished herewith as Exhibit 99.1. Mr. Chism, age 56, was previously the Chief Financial Officer at Goodwill Industries of Central Texas from 2020 to 2023, where he also served as a board member and Treasurer for two of Goodwill's affiliates: Blue Solutions and Goodwill Temporary Services, Inc. Prior to 2020, Mr. Chism held Chief Financial Officer positions at EZCORP, Inc. (NASDAQ EZPW), Cash Solutions Centers, and Gatsby Investments. Mr. Chism holds a master's degree in professional accounting and a bachelor's degree in accounting from the University of Texas at Austin. In connection with Mr. Chism's appointment to Chief Financial Officer, the Company entered into an employment agreement with Mr. Chism. Under the terms of the employment agreement, Mr. Chism's base salary is $300,000, which, effective January 1, 2025, will be increased to $325,000. Mr. Chism is eligible to receive a bonus in the amount and on the terms established by the Company's board. Mr. Chism is also entitled to receive vacation, health insurance and other benefits generally made available to the Company's other executives. A copy of Mr. Chism's employment agreement is filed as Exhibit 99.2 to this Form 8-K and incorporated by reference into this description. Mr. Chism and the Company also entered into an award agreement. In accordance with the terms of the award agreement, on June 7, 2024, Mr. Chism received (a) 125,000 shares of restricted stock, vesting in equal annual installments on the first and second anniversaries of the grant date; and (b) an option to purchase 125,000 shares of the Comp
07
Item 5.07. Submission of Matters to a Vote of Security Holders. On June 6, 2024, 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 2024 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2024. 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 a Class I director to serve a three-year term expiring in 2027. The final results of voting regarding this proposal were as follows: Name For Withheld Broker Non-Votes Richard M. Metzler 10,443,507 1,235,470 5,293,580 2. The stockholders of the Company voted to ratify the appointment of Weaver and Tidwell, L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The final results of voting regarding this proposal were as follows: For Against Abstain 16,912,505 57,252 2,800
Financial Statements and Exhibits
Financial Statements and Exhibits. 99.1 Press Release, dated June 10, 2024 99.2 Employment Agreement, dated June 7, 2024, between TSS, Inc. and Daniel Chism 99.3 Award Agreement, dated June 7, 2024, between TSS, Inc. and Daniel Chism 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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/ Darryll Dewan Darryll Dewan Chief Executive Officer Date: June 10, 2024