UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

September 2, 2016

 

TSR, Inc.

(Exact name of registrant as specified in charter)

 

Delaware		0-8656		13-2635899
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

400 Oser Avenue, Suite 150, Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (631) 231-0333

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On September 2, 2016, Robert A. Esernio resigned his position as a member of the Board of Directors of TSR, Inc. (the “Company”) and his positions as Chairman of the Audit Committee and Nominating Committee of the Board and as a member of the Compensation Committee, effective immediately. Mr. Esernio’s 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 the Company’s press release announcing Mr. Esernio’s resignation is furnished herewith as Exhibit 99.1.

 

Upon Mr. Esernio’s resignation, the Board of Directors approved the reduction of the size of the Board from six directors to five directors, and the Board appointed Brian J. Mangan as Chairman of the Audit Committee and Nominating Committee.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit Number		Description
99.1		Press Release dated September 2, 2016.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	TSR, INC.
	(Registrant)
	By:	/s/ John G. Sharkey
		John G. Sharkey
		Vice President-Finance, Controller and Secretary

 

Date: September 2, 2016

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release dated September 2, 2016.

 

 

 

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