TSS (TSSI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with voting on director elections and auditor ratification.

• Shareholders of record as of April 7, 2026, are entitled to vote, with 28,860,368 shares outstanding.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect Peter H. Woodward and Dr. Vivek Mohindra as Class III directors for three-year terms.

• Ratification of BDO USA, P.C. as the independent registered public accounting firm for 2026 is on the agenda.

• Shareholder proposals for the 2027 meeting must be received by December 24, 2026, and comply with SEC rules.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with staggered three-year terms.

• Four directors are independent under Nasdaq standards; the board is led by an independent non-executive chairman.

• The Audit and Compensation Committees are composed entirely of independent directors.

• No standing nominating committee; independent directors fulfill this role.