CSP INC MA
For the period ended Jun 26, 2024. Filed May 28, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 26, 2024 · Filed May 28, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 tmb-20240626xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
| Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ | |
|---|---|
| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e) (2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material Pursuant to Sec. § 240.14a-12 |
| CSP INC. | |
| (Name of Registrant as Specified in Its Charter) | |
| Not Applicable | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box) | |
| ⌧ | No fee required. |
| ◻ | Fee paid previously with preliminary materials. |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholders:
You are cordially invited to attend a Special Meeting of the Stockholders of CSP Inc. The Special Meeting will be held on June 26, 2024, at 9:00 a.m. local time at our CSP Inc. office located at 1182 East Newport Center Drive, Deerfield Beach, Florida 33442.
The attached Notice of the Special Meeting (the “Notice”) and proxy statement (“Proxy Statement”) describe in greater detail all of the formal business that will be transacted at the Special Meeting. Directors and officers of the Company will be available at the Special Meeting to respond to any questions that you may have regarding the business to be transacted.
The Company’s Board has determined that each of the proposals that will be presented to the stockholders for their consideration at the Special Meeting are in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote“FOR”** the proposals set forth in this Proxy Statement.** If any other business is properly presented at the Special Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board.
Your vote is very important to us, regardless of the number of shares that you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible to make sure your shares are represented at the Special Meeting. To simplify this process, your vote may be cast over the Internet, by telephone or by mail.
On behalf of the Board and all of the employees of the Company, we thank you for your continued support. We look forward to seeing you at the Special Meeting.
Sincerely,
/s/Victor Dellovo
Victor Dellovo
Chief Executive Officer
May 28, 2024
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Date: June 26, 2024
Time: 9:00 a.m. local time
| Place: | CSP Inc. Office in Deerfield Beach, Florida |
|---|
1182 East Newport Center Drive
Deerfield Beach, Florida 33442
At the Special Meeting you will be asked:
| 1. | to approve an amendment to the Company’s Articles of Organization to effect an increase in the total number of shares of common stock of the Company from 9,753,900 shares to 20,000,000 shares (the “Charter Amendment Proposal”); and |
| 2. | to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One or to establish a quorum (the “Adjournment Proposal”). |
The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Special Meeting. If any other matters should be properly presented at the Special Meeting or any adjournments or postponements of the Special Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter. The Board recommends that you vote “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal. Only stockholders of record as of the close of business on May 21, 2024 are entitled to receive notice of, to attend and to vote at the Special Meeting. If you are a beneficial owner as of that date, you will receive communications from your broker, bank or other nominee about the Special Meeting and how to direct the vote of your shares, and you are welcome to attend the Special Meeting online, all as described in more detail in the attached Proxy Statement. The Special Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.By order of the Board of Directors,
/s/Gary W. Levine
Gary W. Levine
Secretary
Lowell, Massachusetts
June 26, 2024
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING WHETHER OR NOT YOU ATTEND, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR VOTE YOUR PROXY OVER THE INTERNET OR BY TELEPHONE AS PROMPTLY AS POSSIBLE.
ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on June 26, 2024. The notice of Special Meeting, proxy statement, and proxy card are also available atwww.proxyvote.com
(A Massachusetts Corporation)
PROXY STATEMENT
Special Meeting of Stockholders
June 26, 2024
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT – GENERAL INFORMATION | 1 |
| PROPOSAL ONE: CHARTER AMENDMENT PROPOSAL | 8 |
| PROPOSAL TWO: ADJOURNMENT PROPOSAL | 10 |
| OTHER BUSINESS | 11 |
| SOLICITATION | 11 |
| APPENDIX A – CHARTER AMENDMENT | 12 |
| | |
CSP Inc.**
**175 Cabot Street, Suite 210
Lowell, MA 01854**
**(978) 954-5038
PROXY STATEMENT
GENERAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.