UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2017
CPS TECHNOLOGIES CORP.
(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) | |
| 508-222-0614 | ||
| (Registrant’s telephone number, including area code) | ||
| N/A | ||
| (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)).
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 May 5, 2017, CPS Technologies Corp. (“CPS” or the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 13,203,436 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 10,290,017 shares, or 77.93% 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 87% 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 | 9,228,647 | 89.7 | 1,058,350 | 3,020 | |||||
| Francis J. Hughes, Jr. | 8,955,247 | 89.2 | 1,081,750 | 253,020 | |||||
| Daniel C. Snow | 8,961,578 | 87.1 | 1,325,419 | 3,020 | |||||
| Thomas M. Culligan | 9,205,247 | 89.5 | 1,081,750 | 3,020 |
Proposal 2: Advisory vote to approve named executive officer compensation.
| For | Against | Abstained | ||||||||
| 9,185,047 (89.3%) | 1,077,450 (10.5%) | 27,520 (0.3%) |
Item 8.01. Other Events
On May 8, 2017, the Company issued a press release announcing the election of Grant C. Bennett, Francis J. Hughes, Jr., Daniel C. Snow, Thomas M. Culligan as directors at the Annual Meeting. The full text of the press release of attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
SIGNATURE
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. (Registrant) | |
| Date: May 9, 2017 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
Exhibit 99.1
CPS Technologies Corporation Announces Nominees Re-elected by over 87% of Votes Cast at
2017 Annual Meeting of Stockholders
Stockholders Elect All of the Company’s Director Nominees
Norton, Massachusetts, May 8, 2017 -- CPS Technologies Corporation (NASDAQ: CPSH) (“CPS” or “the Company”), a global leader in the production of metal-matrix composite components, today announced that, at the Company’s 2017 Annual Meeting of Stockholders, stockholders of CPS voted to elect all of CPS’s director nominees: Grant C. Bennett, Francis J. Hughes, Jr., Daniel C. Snow and Thomas M. Culligan. Based on the results reported by an independent inspector of elections, in excess of 87% of votes cast at the Annual Meeting were in support of each of the Company’s four nominees.
Grant C. Bennett, Chief Executive Officer of CPS, said “CPS’s Board of Directors and management team thank our stockholders for their overwhelming support of our director nominees at the 2017 Annual Meeting. We believe the voting results and the positive feedback received throughout the Annual Meeting process underscore our stockholders’ confidence in the Board and management team in overseeing our strategy and vision of CPS. We look forward to achieving the significant opportunities that we expect are possible for CPS and to creating value for all stockholders.”
The certified election results will be made available on Form 8-K and filed with the U.S. Securities and Exchange Commission.
| About CPS Technologies Corporation |
CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability and performance of various electrical systems. CPS products are used in motor controllers for hybrid and electric vehicles, high-speed trains, subway cars and wind turbines. They are also used as heatspreaders in internet switches, routers and high-performance microprocessors. CPS also develops and produces metal-matrix composite armor.
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2016 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.
Contacts
Investors:
CPS Technologies Corporation
Ralph Norwood, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Jonathan Salzberger / Scott Winter
Innisfree M&A Incorporated
(212) 750-5833