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At TSS INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 59 asset managers reported how they voted in their SEC Form N-PX filings, covering 257 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval of the compensation of our named executive officers. — TSS INC.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: TSS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 9, 2025.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and TSS INC.’s Form 8-K, filed June 9, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of June 4, 2025: 5 items on TSS INC.’s Form 8-K, filed June 9, 2025: 3 approved · 2 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2024-2025
Explore TSS INC. in the interactive database Compare manager voting policies
These tallies are TSS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 9, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Darryll Dewan | 6,700,735 | -- | -- | 351,515 | 9,353,685 | 95% | Not verified | — |
| Elect Director: Michael Fahy | 6,910,739 | -- | -- | 141,511 | 9,353,685 | 98% | Not verified | — |
| The stockholders of the Company voted to approve, on an advisory basis, the compensation of the Named Executive Officers. | 6,255,161 | 304,907 | 492,182 | -- | 9,353,685 | 95% | Approved | — |
| The stockholders of the Company voted to approve the adoption of the 2025 Omnibus Incentive Compensation Plan. | 5,813,906 | 892,958 | 345,386 | -- | 9,353,685 | 87% | Approved | — |
| The stockholders of the Company voted to ratify the appointment of Weaver Tidwell L.L.P. | 16,099,790 | 248,877 | 57,268 | -- | -- | 98% | Approved | — |
Source: TSS INC., Form 8-K, filed with the SEC on June 9, 2025 — read the filing on EDGAR.
Each item below shows how the 59 asset managers that disclosed a TSS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of TSS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 2 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors: Darryll E. Dewan
TSS INC.’s own tally for this item (“Elect Director: Darryll Dewan”): 6,700,735 for, 351,515 withheld, per its Form 8-K filed June 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 478,561 for, 9,668 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 449,109 | 0 | 0 | 7,300 | For |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 6,080 | 0 | 0 | 0 | For |
| Legg Mason | 4,505 | 0 | 0 | 0 | For |
| Fidelity | 0 | 0 | 0 | 2,356 | Withhold |
| Texas Capital Funds Trust | 1,709 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 12 | Withhold |
| State Street | 8 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors: Michael Fahy
TSS INC.’s own tally for this item (“Elect Director: Michael Fahy”): 6,910,739 for, 141,511 withheld, per its Form 8-K filed June 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 488,221 for, 8 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 456,409 | 0 | 0 | 0 | For |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 6,080 | 0 | 0 | 0 | For |
| Legg Mason | 4,505 | 0 | 0 | 0 | For |
| Fidelity | 2,356 | 0 | 0 | 0 | For |
| Texas Capital Funds Trust | 1,709 | 0 | 0 | 0 | For |
| Victory Capital | 12 | 0 | 0 | 0 | For |
| State Street | 0 | 0 | 0 | 8 | Withhold |
87% Approved · of votes cast
Description as filed by funds: Approval of the 2025 Omnibus Incentive Compensation Plan.
TSS INC.’s own tally for this item (“Proposal 4: The stockholders of the Company voted to approve the adoption of the 2025 Omnibus Incentive Compensation Plan.”): 5,813,906 for, 892,958 against — passed, per its Form 8-K filed June 9, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company voted to approve the adoption of the 2025 Omnibus Incentive Compensation Plan.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 33,032 for, 455,197 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,300 | 449,109 | 0 | 0 | Against |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 0 | 6,080 | 0 | 0 | Against |
| Legg Mason | 4,505 | 0 | 0 | 0 | For |
| Fidelity | 2,356 | 0 | 0 | 0 | For |
| Texas Capital Funds Trust | 1,709 | 0 | 0 | 0 | For |
| Victory Capital | 12 | 0 | 0 | 0 | For |
| State Street | 0 | 8 | 0 | 0 | Against |
95% Approved · of votes cast
Description as filed by funds: Approval of the compensation of our named executive officers.
TSS INC.’s own tally for this item (“Proposal 2: The stockholders of the Company voted to approve, on an advisory basis, the compensation of the Named Executive Officers.”): 6,255,161 for, 304,907 against — passed, per its Form 8-K filed June 9, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company voted to approve, on an advisory basis, the compensation of the Named Executive Officers.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 456,409 | 0 | 0 | 0 | For |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 6,080 | 0 | 0 | 0 | For |
| Legg Mason | 4,505 | 0 | 0 | 0 | For |
| Fidelity | 2,356 | 0 | 0 | 0 | For |
| Texas Capital Funds Trust | 1,709 | 0 | 0 | 0 | For |
| Victory Capital | 12 | 0 | 0 | 0 | For |
| State Street | 8 | 0 | 0 | 0 | For |
Fund voting reports, all 9 managers: 488,229 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Value Aligned Research Advisors, LLC | 0 | 0 | 272,534 | 0 | Abstain |
| ROCKEFELLER FINANCIAL LLC | 113,798 | 0 | 0 | 0 | For |
| Huntleigh Advisors, Inc. | 80,574 | 0 | 0 | 0 | For |
| BlackRock | 75,397 | 0 | 0 | 0 | For |
| DE Shaw | 55,706 | 0 | 0 | 0 | For |
| OMERS ADMINISTRATION Corp | 48,700 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 46,087 | 0 | 0 | 0 | For |
| Soviero Asset Management, LP | 39,487 | 0 | 0 | 0 | For |
| Citadel | 38,282 | 0 | 0 | 0 | For |
| STIFEL NICOLAUS & CO INC \MO\ | 25,566 | 0 | 0 | 0 | For |
| Renaissance | 20,902 | 0 | 0 | 0 | For |
| Two Sigma | 19,140 | 0 | 0 | 0 | For |
| FIRST FOUNDATION ADVISORS | 14,700 | 0 | 0 | 0 | For |
| Northern Trust | 12,869 | 0 | 0 | 0 | For |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Neuberger Berman | 10,000 | 0 | 0 | 0 | For |
| O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 9,433 | 0 | 0 | 0 | For |
| Westfuller Advisors, LLC | 8,940 | 0 | 0 | 0 | For |
| ARS Investment Partners, LLC | 7,453 | 0 | 0 | 0 | For |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 6,502 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Clear Harbor Asset Management, LLC | 6,100 | 0 | 0 | 0 | For |
| Main Management LLC | 6,000 | 0 | 0 | 0 | For |
| CAPTRUST FINANCIAL ADVISORS | 5,700 | 0 | 0 | 0 | For |
| Cullen Capital Management, LLC | 5,490 | 0 | 0 | 0 | For |
Institutional-manager reports, all 54 managers: 715,742 for, 3,597 against, 272,534 abstained. Showing the 25 largest; every one is in the interactive database (link above).
Combines 2 wordings of this item as funds reported it.
59% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: Selection of "three years" as the desired frequency with which we should conduct future stockholder advisory votes on the compensation of our named executive officers.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 0 | 0 | 0 | 0 | -- |
| American Century | 0 | 0 | 0 | 0 | -- |
| Charles Schwab | 0 | 0 | 0 | 0 | -- |
| Pacer Funds Trust | 0 | 0 | 0 | 0 | -- |
| Legg Mason | 0 | 0 | 4,505 | 0 | Abstain |
| Fidelity | 0 | 0 | 0 | 0 | -- |
| Texas Capital Funds Trust | 0 | 1,709 | 0 | 0 | Against |
| Victory Capital | 0 | 0 | 0 | 0 | -- |
| State Street | 0 | 0 | 0 | 0 | -- |
Fund voting reports, all 9 managers: 1,709 against, 4,505 abstained, 482,015 1 year.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| ROCKEFELLER FINANCIAL LLC | 0 | 0 | 0 | 0 | -- |
| Huntleigh Advisors, Inc. | 0 | 0 | 0 | 0 | -- |
| BlackRock | 0 | 0 | 0 | 0 | -- |
| DE Shaw | 0 | 0 | 0 | 0 | -- |
| OMERS ADMINISTRATION Corp | 0 | 0 | 0 | 0 | -- |
| MARSHALL WACE, LLP | 0 | 0 | 0 | 0 | -- |
| Soviero Asset Management, LP | 0 | 0 | 0 | 0 | -- |
| Citadel | 0 | 0 | 0 | 0 | -- |
| STIFEL NICOLAUS & CO INC \MO\ | 0 | 0 | 0 | 0 | -- |
| Renaissance | 0 | 0 | 0 | 0 | -- |
| Two Sigma | 0 | 0 | 0 | 0 | -- |
| FIRST FOUNDATION ADVISORS | 0 | 0 | 0 | 0 | -- |
| Northern Trust | 0 | 0 | 0 | 0 | -- |
| American Century | 0 | 0 | 0 | 0 | -- |
| Neuberger Berman | 0 | 0 | 0 | 0 | -- |
| O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 0 | 0 | 0 | 0 | -- |
| Westfuller Advisors, LLC | 0 | 0 | 0 | 0 | -- |
| ARS Investment Partners, LLC | 0 | 0 | 0 | 0 | -- |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 0 | 0 | 0 | 0 | -- |
| Charles Schwab | 0 | 0 | 0 | 0 | -- |
| Clear Harbor Asset Management, LLC | 0 | 0 | 0 | 0 | -- |
| Main Management LLC | 0 | 0 | 0 | 0 | -- |
| CAPTRUST FINANCIAL ADVISORS | 0 | 0 | 0 | 0 | -- |
| Cullen Capital Management, LLC | 0 | 0 | 0 | 0 | -- |
| Vanguard | 0 | 0 | 0 | 0 | -- |
Institutional-manager reports, all 53 managers: 2,500 for, 4,505 abstained, 566,114 1 year, 86,574 2 year, 59,646 3 year. Showing the 25 largest; every one is in the interactive database (link above).
Combines 2 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: Ratification of the selection of Weaver and Tidwell, LL.P. as our independent registered public accounting firm for the year ending December 31, 2025.
TSS INC.’s own tally for this item (“Proposal 5: The stockholders of the Company voted to ratify the appointment of Weaver Tidwell L.L.P.”): 16,099,790 for, 248,877 against — passed, per its Form 8-K filed June 9, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company voted to ratify the appointment of Weaver Tidwell L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 488,229 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 456,409 | 0 | 0 | 0 | For |
| American Century | 10,993 | 0 | 0 | 0 | For |
| Charles Schwab | 6,157 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 6,080 | 0 | 0 | 0 | For |
| Legg Mason | 4,505 | 0 | 0 | 0 | For |
| Fidelity | 2,356 | 0 | 0 | 0 | For |
| Texas Capital Funds Trust | 1,709 | 0 | 0 | 0 | For |
| Victory Capital | 12 | 0 | 0 | 0 | For |
| State Street | 8 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 25,020,498 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 1.82% |
| 2 | American Century | 0.04% |
| 3 | Charles Schwab | 0.02% |
| 4 | Pacer Funds Trust | 0.02% |
| 5 | Legg Mason | 0.02% |
| 6 | Fidelity | <0.01% |
| 7 | Texas Capital Funds Trust | <0.01% |
| 8 | Victory Capital | <0.01% |
| 9 | State Street | <0.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Value Aligned Research Advisors, LLC | 1.09% |
| 2 | ROCKEFELLER FINANCIAL LLC | 0.45% |
| 3 | Huntleigh Advisors, Inc. | 0.32% |
| 4 | BlackRock | 0.30% |
| 5 | DE Shaw | 0.22% |
| 6 | OMERS ADMINISTRATION Corp | 0.19% |
| 7 | MARSHALL WACE, LLP | 0.18% |
| 8 | Soviero Asset Management, LP | 0.16% |
| 9 | Citadel | 0.15% |
| 10 | STIFEL NICOLAUS & CO INC \MO\ | 0.10% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| JANE STREET GROUP, LLC | 5.86% | 13G |
| Vanguard Group | 2.95% | 13F |
| Citadel Advisors | 2.20% | 13F |
| BlackRock | 0.83% | 13F |
| Renaissance Technologies | 0.72% | 13F |
| Millennium Management | 0.59% | 13F |
| Geode Capital | 0.58% | 13F |
| D.E. Shaw | 0.53% | 13F |
| Morgan Stanley | 0.33% | 13F |
| Goldman Sachs | 0.24% | 13F |
Percentages above are of 25,020,498 shares outstanding, as reported by TSS INC. on its Form 10-Q dated May 13, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from TSS INC.’s 10-Q dated May 13, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
TSS INC. proxy season coverage: 2024-2025 (this page).
proxyvotesnow.com, “TSS (TSSI) 2025 Annual Meeting: Shareholder Vote Results & Fund Votes”, https://proxyvotesnow.com/company/tss-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.