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
Date of Report (Date of earliest event reported):
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| (Address of Principal Executive Offices) | (Zip Code) |
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code:
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| (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 (see General Instruction A.2. below):
| 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:
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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. |
CPI Aerostructures, Inc. (the “Company”) held its annual meeting of shareholders on June 19, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered three proposals: (i) election of two Class II directors; (ii); to select, on an advisory basis, the frequency with which the Company will hold an advisory shareholder vote to approve Named Executive Officer compensation; and (iii) approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers.
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 II directors expired at the Annual Meeting. The Company’s board of directors nominated Pamela Levesque and Richard C. Rosenjack, Jr. for election as Class II directors.
The results of the matters voted upon at the Annual Meeting are set forth below:
Proposal No. 1 – Election of Class II directors.
The election of each director nominee was approved as follows:
|
Name |
For |
Authority Withheld | ||
| Pamela Levesque | 7,132,758 | 327,822 | ||
| Richard C. Rosenjack, Jr. | 7,039,920 | 420,660 |
Proposal No. 2 – Selection, on an advisory basis, the frequency with which the Company will hold an advisory shareholder vote to approve named executive officer compensation.
The Company’s shareholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company’s Named Executive Officers every year, as follows:
|
Every Year |
Every Two Years |
Every Three Years |
Abstain | |||
| 6,371,435 | 39,902 | 1,033,188 | 16,055 |
Proposal No. 3 – 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 | ||
| 6,590,723 | 847,004 | 22,853 |
| 2 |
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 20, 2024 | CPI AEROSTRUCTURES, INC. | ||
| By: | /s/ Andrew Davis | ||
| Andrew Davis | |||
| Chief Financial Officer | |||
| 3 |
Cover |
Jun. 19, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 19, 2024 |
| Entity File Number | 001-11398 |
| Entity Registrant Name | CPI AEROSTRUCTURES, INC. |
| Entity Central Index Key | 0000889348 |
| Entity Tax Identification Number | 11-2520310 |
| Entity Incorporation, State or Country Code | NY |
| Entity Address, Address Line One | 91 Heartland Boulevard |
| Entity Address, City or Town | Edgewood |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 11717 |
| City Area Code | (631) |
| Local Phone Number | 586-5200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.001 par value per share |
| Trading Symbol | CVU |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |