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

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of TSR, Inc. (the "Company") was held on November 30, 2022, at 11:00 a.m. Eastern Time, via webcast at https://www.cstproxy.com/tsrconsulting/2022. 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 October 31, 2022.

At the beginning of the Annual Meeting, there were 2,012,405 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 88.8% 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: Approval of an amendment to the Company's Certificate of Incorporation to de-classify the Board of Directors ("Board").

The Company's stockholders did not approve amending the Company's Certificate of Incorporation to de-classify the Board, and the voting results are set forth below:





   For      Against   Abstain   Broker Non-Vote
1,170,400   14,312     1,029        826,664

Proposal No. 2: Ratification of appointment of CohnReznick LLP as the Company's independent registered accountant for the 2023 fiscal year.

The Company's stockholders ratified the appointment of CohnReznick LLP as the Company's independent registered accountant for the 2023 fiscal year, and the voting results are set forth below:





   For      Against   Abstain
1,998,892   12,955      558

Proposal No. 3: Approval, on a non-binding advisory basis, of the compensation program of the Company's named executive officers.

The Company's stockholders gave advisory approval of the compensation program of the Company's named executive officers, and the voting results are set forth below:





   For      Against   Abstain   Broker Non-Vote
1,169,253   15,640      848         826,664

Proposal No. 4: Approval of an amendment to the Company's Certificate of Incorporation to eliminate the personal liability of directors and executive officers for monetary damages for breach of the fiduciary duty of care.

The Company's stockholders did not approve amending the Company's Certificate of Incorporation to eliminate-the personal liability of directors and executive officers, and the voting results are set forth below:





   For      Against   Abstain   Broker Non-Vote
1,167,375   17,187     1,179        826,664




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