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CSPI > SEC Filings for CSPI > Form 8-K on 4-Apr-2013All Recent SEC Filings

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Form 8-K for CSP INC /MA/


4-Apr-2013

Change in Directors or Principal Officers


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

(b) On April 3, 2013, Mr. Christopher J. Hall submitted his resignation as a member of the Board of Directors for personal reasons. His resignation will be effective immediately. Mr. Hall was a member of the Board's Audit, Compensation and Investment Committees. He was also Chairman of the Investment Committee. The Board and its Nominating Committee have been actively interviewing prospective candidates as part of an orderly transition in the composition of the Board, which will be required as current Board members comply with the age 75 retirement policy for directors that was announced by the Company in February 2012. We would expect to fill Mr. Hall's seat through this process as well. With Mr. Hall's departure, the Company's Audit Committee now consists of two members. Nasdaq corporate governance Rule 5605 permits the Audit Committee to have a single vacancy during a cure period, which vacancy, in our case, must be filled by our next Annual Meeting of Stockholders. We anticipate filling the vacancy created by Mr. Hall's departure sooner than that deadline.


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