CSP (CSPI) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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):  February 13, 2018

CSP Inc.(Exact Name of Registrant as Specified in its Charter)

Massachusetts  (State or Other Jurisdiction of Incorporation)	000-10843 (Commission File Number)	04-2441294 (IRS Employer Identification Number)
175 Cabot Street - Suite 210, Lowell, Massachusetts 01854  (Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(978) 954-5038

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))

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

(b) At the Company’s 2018 Annual Meeting on February 13, 2018, of the 3,975,109 shares outstanding and entitled to vote, 3,633,450 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as certified by the Inspector of Elections for the Meeting, are as follows:

Item No. 1: Election of five directors to serve until the Company’s 2019 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below.

Nominee	For	Withhold
Victor Dellovo	1,963,277	65,336
Charles Blackmon	1,468,997	559,616
Ismail “Izzy” Azeri	1,965,677	62,936
C. Shelton James	1,465,847	562,766
Marilyn T. Smith	1,466,047	562,566

Item No. 2: Advisory vote to approve the compensation paid to the Company’s named executive officers voted as follows:

For	Against	Abstain
1,928,262	57,195	43,156

Item No. 3: Ratification of the appointment of RSM US, LLP as the Company’s independent auditors for fiscal 2018, voted as follows:

For	Against	Abstain
3,530,738	92,654	10,058

SIGNATURES

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.

CSP Inc.

By:   /s/ Gary W. Levine                                        

Name:   Gary W. Levine

Title:     Secretary

Dated: February 20, 2018