cpsh20260505c_8k.htm
false 0000814676 0000814676 2026-04-30 2026-04-30
 
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): April 30, 2026
 
 
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. ☐
 
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
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On April 30, 2026, CPS Technologies Corp. (“CPS” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 18,006,963 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 10,905.14 shares, or 60.6% 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 70% of votes cast at the Annual Meeting were in support of each of the Company’s five 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
     4,835,314       71.3       1,675,440       272,760  
Francis J. Hughes, Jr.
     6,163,884       90.9       347,584       272,046  
Daniel C. Snow
     6,250,932       92.2       256,008       276,574  
I. James Cavoli
     6,494,583       95.7       22,897       266,034  
Ralph M. Norwood
     6,444,316       95.0       63,365       275,883  
 
Proposal 2:  Advisory vote to approve named executive officer compensation.
 
For
  
Against
  
Abstained
6,460,547 (95.2%)
    
56,953 (0.8%)
    
266,014 (3.9%)
 
Proposal 3: Advisory vote on the frequency of voting on the compensation of named executive officers
 
Frequency
    
For
      
Abstained
  
Every year
    
4,622,574 (68.1%)
      
261,127 (3.9%)
  
Every two years
    
81,471 (1.2%)
          
Every three years
    
1,818,342 (26.8%)
          
 
Proposal 4: Vote to approve the amendment to the Certificate of Incorporation, as amended increasing the number of authorized shares of common stock, $0.01 par value, from 20,000,000 to 25,000,000.
 
For
  
Against
  
Abstained
10,332,062 (94.7%)
    
311,827 (2.9%)
    
262,025 (2.4%)
 
Proposal 5:  Ratification of selection of independent registered Public Accounting Firm
 
For
  
Against
  
Abstained
10,611,452 (97.3%)
    
19,950 (0.2%)
    
274,512 (1.5%)
 
Item 7.01 Regulation FD Disclosure
 
At the Board of directors meeting, immediately following the Annual Meeting of Stockholders, the Board of Directors elected I. James Cavoli to serve as chairman of the Board, until the Board meeting following the next annual meeting of stockholders and until his successor is elected and qualified.
 
 
 
 
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 5, 2026
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.
Chief Financial Officer