Washington, DC 20549




Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): April 24, 2020




(Exact Name of Registrant as Specified in its Charter)



Delaware 0-16088 04-2832509

(State or other jurisdiction of incorporation)


(Commission File Number) (IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts 02766
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)



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 (see General Instruction A.2. below):


[ ] 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 (17CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the

Exchange Act (17 CFR 240.13e-4( c)).


Securities registered pursuant to Section(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, $0.01 par value   CPSH   NASDAQ Capital Markets


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 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.☐




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


On April 24, 2020, CPS Technologies Corp. (“CPS” or the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 13,203,437 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 11,999,317 shares, or 90.85% of the eligible common stock, were present either in person or by proxy. Based on the results reported by an independent inspector of elections, in excess of 91% of votes cast at the Annual Meeting were in support of each of the Company’s four nominees. The final results of the matters voted on at the Annual Meeting are provided below:


Proposal 1: The following individuals were elected as directors to hold office until the next annual meeting  of stockholders or until their respective successors are elected and qualified.


Director Name   For   For (%)   Against   Abstained  
Grant C. Bennett   7,679,933   98.1   144,637   3,139  
Francis J. Hughes, Jr.   7,683,323   98.1   140,237   4,149  
Daniel C. Snow   7,665,592   97.9   158,015   4,102  
Thomas M. Culligan   7,684,848   98.1   138,712   4,149  
Ralph M. Norwood   7,559,380   96.5   251,280   17,049  

Proposal 2:  Advisory vote to approve named executive officer compensation.


  For       Against       Abstained
  7,603,712 (97.1%)       201,700 (2.6%)      

22,297 (0.3%) 


 Proposal 3: Advisory vote on the frequency of voting on the compensation of named executive officers 

Frequency     For       Abstained  
Every year     4,069,639 (52%)       1,432,752(18.3%)  
Every two years     10,337(.1%)          
Every three years     2,314,981(29.6%)          


Proposal 4: Approval of CPS Technologies Corp. 2020 Equity Incentive Plan 

  For       Against       Abstained  
  7,567,986 (96.6%)       234,620 (3.0%)       25,103 (.03%)  


Proposal 5:  Ratification of selection of independent registered Public Accounting Firm


  For       Against       Abstained  
  11,982,060(99.8%)     9,958(.1%)     7,299(.1%)





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 thereunto duly authorized.


CPS Technologies Corp.


Date: April 28, 2020

/s/ Charles K. Griffith Jr.

Charles K. Griffith Jr.

Chief Financial Officer