CPI Aerostructures Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers
Item 5.02(e) Compensatory Arrangements of Certain Officers
On June 24, 2025, the shareholders of CPI Aerostructures, Inc. (the “Company”) approved the Company’s 2025 Long-Term Incentive Plan (the “2025 Plan”) at the Company’s 2025 annual meeting of shareholders. The 2025 Plan had previously been approved by the Company’s Board of Directors (the “Board”) on April 28, 2025, upon the recommendation of the Company’s Compensation and Human Resources Committee, subject to shareholder approval.
The 2025 Plan is intended to advance the Company’s interests by providing equity-based incentives to attract, retain, and motivate employees, officers, directors, and consultants. The plan authorizes the issuance of up to 800,000 shares of the Company’s common stock and allows for a variety of award types, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other stock-based awards.
The 2025 Plan is administered by the Company’s Compensation and Human Resources Committee, which has broad authority to determine the terms of individual awards, including eligibility, size, vesting conditions, performance criteria, and other terms. Awards may generally not be transferred and are subject to forfeiture under certain conditions.
Key features of the 2025 Plan include:
| · | A minimum one-year vesting requirement for most awards, subject to an exception for up to 5% of the shares reserved under the plan. |
| · | A prohibition on repricing or replacing underwater stock options or stock appreciation rights without shareholder approval. |
| · | A limit on equity awards of no more than 125,000 shares per calendar year to any individual participant. |
| · | An annual cap on total compensation to any non-employee director of $225,000, including a sub-limit of 50,000 shares for equity awards. |
| · | All awards are subject to the Company’s clawback policy, as well as any clawback requirements adopted pursuant to SEC Rule 10D-1 or applicable stock exchange rules. |
| · | No incentive stock options may be granted under the plan after March 26, 2035. |
| · | The Board may amend or terminate the plan at any time, subject to shareholder approval where required by law or regulation. |
The foregoing summary is qualified in its entirety by reference to the full text of the 2025 Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on June 24, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four proposals: (i) election of three Class III directors; (ii) approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; (iii) adoption of the Company’s 2025 Long-Term Incentive Plan and (iv) ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The Company’s board of directors is divided into three classes, with one class of directors being elected each year and each class serving a three-year term. The term of office of the Company’s Class III directors expired at the Annual Meeting. The Company’s board of directors nominated Carey Bond, Michael Faber and Dorith Hakim for election as Class III directors.
The results of the matters voted upon at the Annual Meeting are set forth below:
Proposal No. 1 – Election of Class III directors.
The election of each director nominee was approved as follows:
|
Name |
For |
Authority Withheld |
Broker Non-Vote |
| Carey Bond | 5,980,976 | 1,585,478 | 3,066,131 |
| Michael Faber | 5,986,396 | 1,580,058 | 3,066,131 |
| Dorith Hakim | 7,462,351 | 104,103 | 3,066,131 |
Proposal No. 2 – Approval, on an advisory basis, of the compensation of Named Executive Officers.
The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 5,822,280 | 1,713,833 | 30,341 | 3,066,131 |
Proposal No. 3 –Adoption of Company’s 2025 Long-Term Incentive Plan.
The adoption of the Company’s 2025 Long-Term Incentive Plan was approved, as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 5,417,843 | 2,143,803 | 4,808 | 3,066,131 |
Proposal No. 4 –Ratification of the appointment of Company’s independent registered public accounting firm.
The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved, as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 10,610,180 | 13,986 | 8,419 | — |
| Item 9.01 | Financial Statements and Exhibits.
|
| Exhibit | Description |
| 10.1 |
CPI Aerostructures, Inc. 2025 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: June 25, 2025 | CPI AEROSTRUCTURES, INC. | |
| By: | /s/ Philip Passarello | |
| Philip Passarello | ||
| Chief Financial Officer | ||