CSP INC /MA/
For the period ended Feb 4, 2025. Filed Dec 30, 2024.
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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.
Feb 4, 2025 · Filed Dec 30, 2024
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DEF 14A 1 cspi-20250204xdef14a.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 ◻ | ||
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| Check the appropriate box: | ||
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| ◻ | Preliminary Proxy Statement | |
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| ◻ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e) (2)) | |
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| ⌧ | Definitive Proxy Statement | |
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| ◻ | Definitive Additional Materials | |
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| ◻ | Soliciting Material Pursuant to Sec. § 240.14a-12 | |
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| CSP INC. | ||
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| (Name of Registrant as Specified in Its Charter) | ||
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| Not Applicable | ||
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| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||
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| Payment of Filing Fee (Check the appropriate box) | ||
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| ⌧ | No fee required. | |
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| ◻ | Fee paid previously with preliminary materials. | |
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| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
CSP INC.
December 30, 2024
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of CSP Inc. Our Annual Meeting will be held on Tuesday, February 4, 2025, at 9:00 a.m. local time at our CSP Inc. office located at 1182 East Newport Center Drive, Deerfield Beach, Florida 33442.
We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of 2025 Annual Meeting of Stockholders and proxy statement.
Your vote is very important to us, regardless of the number of shares that you own. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure your shares are represented at the Annual Meeting. To simplify this process, your vote may be cast over the Internet, by telephone or by mail.
We look forward to seeing you at the Annual Meeting.
| | Sincerely, |
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| | |
| | /s/Victor Dellovo |
| | Victor Dellovo |
| | Chief Executive Officer |
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Date: Tuesday, February 4, 2025
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 Annual Meeting you will be asked to:
| 1. | elect the nominees named in the proxy statement to the Board of Directors as directors; |
| 2. | consider an advisory vote to approve executive compensation; |
| 3. | approve and adopt the CSP Inc. 2025 Stock Incentive Plan |
| 4. | ratify the appointment of RSM US, LLP as the Company’s independent auditors for fiscal year 2025; and |
| 5. | transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
| | By order of the Board of Directors, |
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| | /s/Gary W. Levine |
| | Gary W. Levine |
| | Secretary |
Lowell, Massachusetts
December 30, 2024
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL 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 ANNUAL 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 Annual Meeting of Stockholders to be held on February 4, 2025. The notice of the Annual Meeting, proxy statement, proxy card and 2024 Annual Report on Form 10-K are also available atwww.proxyvote.com
(A Massachusetts Corporation)
PROXY STATEMENT
Annual Meeting of Stockholders
February 4, 2025
Table of Contents
| | Page |
|---|---|
| INFORMATION CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING | 1 |
| QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING | 2 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 7 |
| Nominees for Election | 7 |
| CORPORATE GOVERNANCE | 12 |
| Independent Directors | 12 |
| Board Leadership Structure and Role in Risk Oversight | 12 |
| Meetings and Committees of the Board of Directors | 12 |
| Policies and Procedures for the Review and Approval of Transactions with Related Parties | 13 |
| Code of Ethics | 13 |
| Communications with our Board of Directors | 13 |
| Policy Regarding Board Attendance | 13 |
| Director Candidates and Selection Process | 14 |
| COMMITTEES OF THE BOARD OF DIRECTORS | 16 |
| Audit Committee | 16 |
| Nominating Committee | 16 |
| Compensation Committee | 16 |
| 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS | 17 |
| OUR EXECUTIVE OFFICERS | 17 |
| Background Information About Executive Officers | 17 |
| COMPENSATION OF EXECUTIVE OFFICERS | 18 |
| 2024 Summary Compensation Table | 18 |
| Employment Agreements and Arrangements | 20 |
| Change of Control Agreements | 20 |
| Clawback and Stock Ownership Guidelines | 21 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 21 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 24 |
| Pay Versus Performance | 22 |
| PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 25 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY INCENTIVE PLANS | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| Stock Owned by Directors, Executive Officers and Greater-Than-5% Stockholders | 28 |
| Delinquent Section 16(a) Reports | 29 |
| INFORMATION ABOUT OUR AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| Audit Committee Report | 30 |
| Our Independent Registered Public Accounting Firm | 31 |
| Fees for Professional Services | 31 |
| Pre-Approval Policies and Procedures | 31 |
| Whistleblower Procedures | 32 |
| PROPOSAL THREE: APPROVAL OF THE CSP INC. 2025 STOCK INCENTIVE PLAN | 32 |
| PROPOSAL FOUR: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITOR | 40 |
| OTHER MATTERS | 41 |
| Other Business | 41 |
| Stockholder Proposals for 2025 Annual Meeting | 41 |
| SOLICITATION | 42 |
| Annex A | 43 |
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INFORMATION CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.