CSP INC MA
For the period ended Jun 26, 2024. Filed May 28, 2024.
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Jun 26, 2024 · Filed May 28, 2024
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Contents
APPENDIX A – CHARTER AMENDMENT
**CHARTER AMENDMENT
| D | The Commonwealth of Massachusetts |
|---|---|
| PC | William Francis Galvin |
| Secretary of the Commonwealth | |
| One Ashburton Place, Boston, Massachusetts 02108-1512 | |
| FORM MUST BE TYPED | Articles of Amendment | FORM MUST BE TYPED |
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(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
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| (1) Exact name of corporation: | CSP INC. | |
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| (2) Registered office address: | 215 BUNKER HILL STREET, CHARLESTOWN, MA 02129 | |
| (number, street, city or town, state, zip code) | ||
| | | |
| (3) These articles of amendment affect article(s): | III | |
| (specify the number(s) of article(s) being amended (I-VI)) | ||
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| (4) Date adopted: | , 2024 | |
| (month, day, year) | ||
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| (5) Approved by: | | |
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| | (check appropriate box) | |
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| | ☐ the incorporators. | |
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| | ☐ the board of directors without shareholder approval and shareholder approval was not required. | |
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| | ☑ the board of directors and the shareholders in the manner required by law and the articles of organization. | |
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| (6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares. | ||
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| ARTICLE III IS BEING AMENDED TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 20,000,000, PAR VALUE $0.01. | ||
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| _______________ | |
|---|---|
| P.C. | c156ds1006950c11334 01/13/05 |
To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:
Total authorized prior to amendment:
| WITHOUT PAR VALUE | WITH PAR VALUE | |||
|---|---|---|---|---|
| TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE |
| | | COMMON | 9,753,900 | $0.01 |
| | | | | |
| | | | | |
Total authorized after amendment:
| WITHOUT PAR VALUE | WITH PAR VALUE | |||
|---|---|---|---|---|
| TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE |
| | | COMMON | 20,000,000 | $0.01 |
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| | | | | |
(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
| Signed by: | /s/ VICTOR DELLOVO | , | ||||
|---|---|---|---|---|---|---|
| (signature of authorized individual) | | |||||
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| | ☐ Chairman of the board of directors, | | ||||
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| | ☑ President, | | ||||
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| | ☐ Other officer, | | ||||
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| | ☐ Court-appointed fiduciary, | | ||||
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| on this | | day of | | , | 2024 | . |
| VOTE BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Standard Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
| CSP INC.ATTN: GARY W. LEVINE175 Cabot Street, Suite 210LOWELL, MA 01854 | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. |
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| VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Standard Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | |
| VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETATCH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
| The Board of Directors recommends you vote FOR the following proposal:Proposal 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. | For◻ | Against ◻ | Abstain◻ |
|---|---|---|---|
| The Board of Directors recommends you vote FOR the following proposal:Proposal 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 1 if there are not sufficient votes at the time of the Special Meeting to adopt Proposal 1 or to establish a quorum. | For◻ | Against◻ | Abstain◻ |
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| NOTE: In their discretion, the persons named as proxies may vote on such other business as may properly come before the meeting or any adjournment thereof. | |||
| For address change, mark here. ◻(see reverse for instructions) | |||
| Please indicate if you plan to attend this meeting Yes No◻ ◻ | |||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If it is a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |||
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Form 10-K, Notice & Proxy Statement is/are available at www.proxyvote.com
Special Meeting of Stockholders
June 26, 2024 9:00 AM
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Victor Dellovo and Gary Levine, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CSP Inc. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 9:00 AM EST on June 26,, 2024, at CSP Inc.’s office at 1182 East Newport Center Drive, Deerfield Beach, Florida 33442, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Address change:
(If you noted any Address Change above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side**
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