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)

 

November 12, 2025

 

 

Research Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other Jurisdiction of Incorporation)

 

1-39256		11-3797644
(Commission File Number)		(IRS Employer Identification No.)

 

N/A1

(Address of Principal Executive Offices and zip code)

 

(310) 477-0354

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

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

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

¨  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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class	Trading Symbol(s)	Name of each Exchange on which registered
Common stock, $0.001 par value	RSSS	The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company     ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

1 In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices. Our mailing address is 10624 E. Eastern Ave., Ste. A-614, Henderson, NV 89052.

 

 

 

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

 

The Registrant held its annual meeting of stockholders on November 12, 2025. At the annual meeting, there were 32,821,783 shares of the Registrant’s common stock entitled to vote, and 24,873,088 (75.78%) were represented at the annual meeting in person and by proxy. The following summarizes vote results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:

 

1. Proposal to elect six members of the Registrant’s Board of Directors.

 

Director		For		Withheld
Barbara J. Cooperman		17,846,193		87,522
Kenneth L. Gayron		17,710,590		223,125
General Merrill McPeak		17,148,886		784,829
Jeremy Murphy		17,467,145		466,570
Roy W. Olivier		17,697,639		236,076
John Regazzi		17,517,035		416,680

 

2. Proposal to ratify the appointment of Wipfli LLP as the Registrant’s independent accountants for the year ending June 30, 2026.

 

For		Against		Abstain
24,841,816		20,420		10,852

 

3.Proposal to hold a non-binding advisory vote approving the following resolution endorsing the Registrant’s executive compensation: “RESOLVED, that the stockholders approve the compensation of the Company’s executives, as disclosed in the compensation tables and related narrative disclosure in the Company’s proxy statement for the Annual Meeting.”

 

For		Against		Abstain		Broker Non-Votes
17,844,026		26,733		62,956		6,939,373

 

4. Proposal to hold a non-binding advisory vote on whether an advisory vote on executive compensation should be held every 1 year, 2 years or 3 years.

 

1 Year		2 Year		3 Year		Abstain
17,832,593		1,557		78,131		21,434

 

 

SIGNATURE

 

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.

 

	RESEARCH SOLUTIONS, INC.
Date: November 13, 2025	By:	/s/ William Nurthen
		William Nurthen
		Chief Financial Officer