UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
N/A1
(Address of Principal Executive Offices and zip code)
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each Exchange on which registered |
| The
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
1 In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices. Our mailing address is 10624 E. Eastern Ave., Ste. A-614, Henderson, NV 89052.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Registrant held its annual meeting of stockholders on November 12, 2025. At the annual meeting, there were 32,821,783 shares of the Registrant’s common stock entitled to vote, and 24,873,088 (75.78%) were represented at the annual meeting in person and by proxy. The following summarizes vote results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:
1. Proposal to elect six members of the Registrant’s Board of Directors.
| Director | For | Withheld | ||
| Barbara J. Cooperman | 17,846,193 | 87,522 | ||
| Kenneth L. Gayron | 17,710,590 | 223,125 | ||
| General Merrill McPeak | 17,148,886 | 784,829 | ||
| Jeremy Murphy | 17,467,145 | 466,570 | ||
| Roy W. Olivier | 17,697,639 | 236,076 | ||
| John Regazzi | 17,517,035 | 416,680 |
2. Proposal to ratify the appointment of Wipfli LLP as the Registrant’s independent accountants for the year ending June 30, 2026.
| For | Against | Abstain | ||
| 24,841,816 | 20,420 | 10,852 |
3.Proposal to hold a non-binding advisory vote approving the following resolution endorsing the Registrant’s executive compensation: “RESOLVED, that the stockholders approve the compensation of the Company’s executives, as disclosed in the compensation tables and related narrative disclosure in the Company’s proxy statement for the Annual Meeting.”
| For | Against | Abstain | Broker Non-Votes | |||
| 17,844,026 | 26,733 | 62,956 | 6,939,373 |
4. Proposal to hold a non-binding advisory vote on whether an advisory vote on executive compensation should be held every 1 year, 2 years or 3 years.
| 1 Year | 2 Year | 3 Year | Abstain | |||
| 17,832,593 | 1,557 | 78,131 | 21,434 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESEARCH SOLUTIONS, INC. | ||
| Date: November 13, 2025 | By: | /s/ William Nurthen |
| William Nurthen | ||
| Chief Financial Officer | ||