TSS, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>TSS, Inc. is holding its 2024 Annual Meeting on June 6, 2024, to elect a director and ratify its auditor.</b>

AI Summary

TSS, Inc. (TSSI) filed a Proxy Statement (DEF 14A) with the SEC on April 30, 2024. TSS, Inc. will hold its 2024 Annual Meeting of Stockholders on June 6, 2024, at 10:00 a.m. CDT. The meeting will take place at the company's offices located at 110 E. Old Settlers Blvd, Round Rock, Texas 78664. The primary agenda items include the election of one Class I director. Stockholders will also be asked to ratify the appointment of Weaver and Tidwell, L.L.P. as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The company urges stockholders to vote by proxy, whether or not they plan to attend the meeting.

Why It Matters

For investors and stakeholders tracking TSS, Inc., this filing contains several important signals. The election of a Class I director is a standard corporate governance procedure that impacts the company's leadership and strategic direction. Ratifying the independent auditor ensures continued compliance with financial reporting standards and maintains investor confidence in the company's financial statements.

Risk Assessment

Risk Level: low — TSS, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with standard agenda items, indicating no immediate significant financial or operational changes.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director elections and auditor ratification.

Key Numbers

• June 6, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
• 10:00 a.m. CDT — Annual Meeting Time (2024 Annual Meeting of Stockholders)
• 1 — Class I Director to be Elected (Agenda item for the annual meeting)

Key Players & Entities

• TSS, Inc. (company) — Name of Registrant
• Darryll E. Dewan (person) — President and Chief Executive Officer
• Weaver and Tidwell, L.L.P. (company) — Independent registered public accounting firm
• June 6, 2024 (date) — Date of Annual Meeting
• 110 E. Old Settlers Blvd, Round Rock, Texas 78664 (location) — Company address and meeting location

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Conduct of Annual Meeting [low — operational]: Ensuring the smooth execution of the annual meeting, including proper notice, quorum, and voting procedures.

Industry Context

TSS, Inc. operates in the management consulting services industry. Annual meetings are standard corporate events for public companies to engage with shareholders.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the proxy statement for details on director nominees and the proposed independent auditor.
2. Vote your shares by proxy or in person to ensure your voice is heard.
3. Note the date and time of the annual meeting to attend if possible.

Key Dates

• 2024-06-06: 2024 Annual Meeting of Stockholders — Key date for stockholder voting and participation.

Glossary

Proxy Statement

A document filed with the SEC that provides information to shareholders about matters to be voted on at a company's annual meeting. (Provides essential details for stockholders to make informed voting decisions.)

Independent Registered Public Accounting Firm

An external audit firm hired to examine a company's financial statements and provide an opinion on their fairness and accuracy. (Ensures the integrity and reliability of the company's financial reporting.)

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the 2024 annual meeting, indicating a routine corporate event.

Filing Documents

• tssi20240422_def14a.htm (DEF 14A) — 365KB
• image01.jpg (GRAPHIC) — 18KB
• pic1.jpg (GRAPHIC) — 182KB
• pic2.jpg (GRAPHIC) — 199KB
• 0001437749-24-013960.txt (&nbsp;) — 916KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4 MANAGEMENT AND CORPORATE GOVERNANCE 5 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 9 REPORT OF AUDIT COMMITTEE 15 PROPOSALS TO BE VOTED UPON BY STOCKHOLDERS 16 CODE OF CONDUCT AND ETHICS 18 OTHER MATTERS 18 STOCKHOLDER PROPOSALS 18 TSS, INC. 110 E. Old Settlers Blvd, Round Rock, TX 78664 (512) 310-3100 PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION ABOUT THE ANNUAL MEETING Why Did You Send Me this Proxy Statement? We sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, and any adjournments or postponements of the meeting, to be held at 10:00 a.m., Central Daylight Time, on Thursday, June 6, 2024, at 110 E. Old Settlers Blvd, Round Rock, Texas 78664. This proxy statement along with the accompanying notice of annual meeting of stockholders summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 6, 2024. The proxy statement and annual report to security holders are available at http://www.cstproxy.com/tss/2024. On or around April 30, 2024, we began sending this proxy statement, the attached notice of annual meeting of stockholders and the enclosed proxy card to all stockholders entitled to vote at the meeting. Although not part of this proxy statement, our 2023 Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2023, accompanies this proxy statement. You can also find a copy of this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 at http://www.cstproxy.com/tss/2024. Who Can Vote? Only stockholders who owned our common stock at the close of business on April 30, 2024 are enti

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 30, 2024 for (a) each of our executive officers named in the Summary Compensation Table on page 10 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 22,028,264 shares of common stock outstanding on April 30, 2024. Unless otherwise indicated, the address for each director and current executive officer is c/o TSS, Inc., 110 E. Old Settlers Blvd, Round Rock, Texas 78664. Beneficially Owned Directors and Executive Officers Peter H. Woodward (1) 3,928,350 17.67 % Darryl E. Dewan (2) 699,167 3.12 % Richard M. Metzler (3) 150,000 0.68 % John K. Penver (4) 893,425 4.02 % Karl T. Marrott (5) 251,842 1.14 % All directors and officers combined as a group (8 persons) (6) 7,118,123 30.53 % 5% Stockholders MHW Capital Management, LLC (1) 3,928,350 17.67 % Norman H. Pessin (7) 2,021,189 9.18 % Glen Ikeda (8) 1,606,856 7.29 % (1) Derived from a Form 4 filed by Peter H. Woodward on July 21,2022 and the Schedule 13D/A (Amendment No.5) filed jointly by MHW Capital Management, LLC, Peter H. Woodward, MHW Partners L.P., and MHW SPV II, LLC on May 21, 2019. According to the Schedule 13D/A

View Full Filing

View this DEF 14A filing on SEC EDGAR