TSR, Inc. (NASDAQ:TSRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On June 30, 2017, Joseph F. Hughes, the Chairman, President, Chief Executive Officer, Treasurer and founder of TSR, Inc. (the “Company”), advised the Company’s Board of Directors of his retirement as an executive officer and director of the Company, and his resignation from his positions as Chairman, President, Chief Executive Officer, Treasurer and a director, effective July 5, 2017. Mr. Hughes’ resignation was not due to any disagreement with the Company or the Board of Directors related to the Company’s operations, policies or practices. A copy of Mr. Hughes’ letter to the Board of Directors is furnished herewith as Exhibit 99.1. A copy of the Company’s press release announcing Mr. Hughes’ retirement is furnished herewith as Exhibit 99.2.
In connection with Joseph F. Hughes’ retirement, and in recognition of Mr. Hughes’ devotion to the development and growth of the Company’s business since founding the Company, the Board of Directors of the Company approved a one-time founder’s bonus of $100,000 payable to Mr. Hughes within 30 days after the effective date of his resignation. The Board further approved the continued payment by the Company of the remaining payments under the Company’s lease for the automobile used by Mr. Hughes, which expires on May 13, 2018. Further, the Board approved the continued payment by the Company of the premiums for Mr. Hughes’ health insurance coverage under the Company’s executive medical plan until the plan’s expiration on May 31, 2018, and the payment by the Company of $2,000 per month to Mr. Hughes for a period of 24 months following the expiration of the plan, from June 1, 2018 to May 31, 2020, to assist Mr. Hughes with the cost of obtaining his own private health insurance coverage. In the event that Mr. Hughes passes away prior to May 31, 2020, the $2,000 monthly payments described in the preceding sentence will continue to be made to Mr. Hughes’ spouse during her lifetime according to the same schedule.
On July 5, 2017, the Company’s Board of Directors appointed Christopher Hughes as the Company’s Chairman, President, Chief Executive Officer and Treasurer. Christopher Hughes, age 55, has served as the Senior Vice President of the Company since 2007 and as a director of the Company since January 2005. He served a previous term as a director of the Company from April 2000 until September 2004 and as the Vice President, Sales of TSR Consulting Services, Inc., the Company’s computer programming services subsidiary, from 1991 through 2006. In 2007 he was appointed Senior Vice President of the Company and President of TSR Consulting Services, Inc. Christopher Hughes is a 1984 graduate of St. Bonaventure University and is the son of Joseph F. Hughes. The Company previously entered into an Employment Agreement with Christopher Hughes dated April 14, 2007 and effective as of May 1, 2017, which is filed as Exhibit 10.1 to the Company’s Form 8-K dated April 14, 2017.
On July 5, 2017, the Company’s Board of Directors appointed Regina Dowd, daughter of Joseph F. Hughes, as a Class I Director of the Company to fill the vacancy created as a result of Joseph F. Hughes’ retirement as an executive officer and director of the Company. In accordance with the Company’s Amended and Restated By-Laws, Ms. Dowd’s term as a Class I Director will expire at the Company’s 2018 Annual Meeting.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits:
TSR INC ExhibitEX-99.1 2 f8k063017ex99i_tsrinc.htm LETTER Exhibit 99.1 June 30,…To view the full exhibit click here
About TSR, Inc. (NASDAQ:TSRI)
TSR, Inc. is engaged in providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel. It provides its customers with technical computer personnel to supplement their in-house information technology (IT) capabilities. The Company offers staffing capabilities in the areas of mainframe and mid-range computer operations, personal computers and client-server support, Internet and e-commerce operations, voice and data communications (including local and wide area networks), and help desk support. It provides services on day-to-day operations, special projects and on short-term or long-term basis. It also offers various services to other companies in various sectors, such as insurance, pharmaceutical and biotechnology, publishing and new media, financial services and project utilities. It provides contract computer programming services in the New York metropolitan area, New England and the Mid-Atlantic region.
