8-K

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 20, 2022

COMPUTER TASK GROUP, INCORPORATED

(Exact name of registrant as specified in its charter)


New York	1-9410	16-0912632
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


300 Corporate Parkway – Suite 214N, Amherst, NY		14226
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 882-8000

Not applicable

(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:


☐	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))

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, $.01 par value	CTG	The NASDAQ Stock Market LLC

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

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. ☐

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

On September 20, 2022, the Company held its annual meeting of shareholders (“Annual Meeting”) via live webcast at which the Company’s shareholders voted on three (3) proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement dated August 17, 2022, which was filed with the Securities and Exchange Commission. The number of shares issued, outstanding and eligible to vote as of the record date of August 5, 2022 was 15,153,520.

Proposal 1: The Election of Directors:


Name of Director	For	Withhold Authority	Broker Non-Votes
David H. Klein	7,421,834	1,623,899	3,242,655
Valerie Rahmani	8,668,521	377,212	3,242,655

Proposal 2: Non-Binding Approval, on an Advisory Basis of the Company’s Compensation Plan for Named Executives:


For	Against	Abstentions	Broker Non-Votes
8,821,754	198,432	25,547	3,242,655

Proposal 3: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the 2022 fiscal year:


For	Against	Abstentions	Broker Non-Votes
12,233,241	42,181	12,965	0

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.


	COMPUTER TASK GROUP, INCORPORATED

Date: September 21, 2022	By:	/s/ Peter P. Radetich
		Peter P. Radetich Senior Vice President, General Counsel & Secretary

Computer Task Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders