Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of TSR, Inc. (the "Company") was held on December 7, 2023, at 11:00 a.m. Eastern Time, via webcast at https://www.cstproxy.com/tsrconsulting/2023. Stockholders considered four proposals at the meeting, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on November 3, 2023.

At the beginning of the Annual Meeting, there were 1,895,717 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 83.7% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

The final voting results are reported below.

Proposal No. 1: Election of one Class II Director for a three (3) year term.

The Company's stockholders elected the nominee, Robert Fitzgerald, for Class II Director, and the voting results are set forth below:

For		Withhold		Broker Non-Vote
1,262,538		233,640		399,539

Proposal No. 2: Ratification of appointment of CohnReznick LLP as the Company's independent registered accountant for the 2024 fiscal year.

The Company's stockholders ratified the appointment of CohnReznick LLP as the Company's independent registered accountant for the 2024 fiscal year, and the voting results are set forth below:

For		Against		Abstain
1,881,109		11,608		3,000

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