Ampco-Pittsburgh (NYSE: AP) holders back directors and 2026 auditor

Rhea-AI Filing Summary

Ampco-Pittsburgh Corporation reported the results of its annual shareholder meeting held on May 8, 2026. Shareholders elected directors J. Brett McBrayer and Darrell L. McNair to terms expiring in 2029, with 10,903,236 and 9,614,803 votes in favor, respectively, and broker non-votes recorded in both contests.

Investors approved, on a non-binding advisory basis, the compensation of the company’s named executive officers by 10,273,057 votes for, 674,478 against and 47,016 abstentions, with 5,990,547 broker non-votes. They also ratified the appointment of BDO USA, P.C. as independent auditor for 2026 with 16,875,050 votes for, 65,409 against and 44,639 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for McBrayer: 10,903,236 votes Votes for McNair: 9,614,803 votes Say-on-pay support: 10,273,057 votes for +3 more

6 metrics

Votes for McBrayer 10,903,236 votes Director election term expiring in 2029

Votes for McNair 9,614,803 votes Director election term expiring in 2029

Say-on-pay support 10,273,057 votes for Non-binding advisory vote on executive compensation

Say-on-pay opposition 674,478 votes against Non-binding advisory vote on executive compensation

Auditor ratification for 16,875,050 votes Ratification of BDO USA, P.C. for 2026

Broker non-votes on pay 5,990,547 shares Advisory vote on executive compensation

Key Terms

non-binding advisory vote, broker non-votes, independent registered public accounting firm, annual meeting of shareholders, +1 more

5 terms

non-binding advisory vote regulatory

"To approve, in a non-binding advisory vote, the compensation of the Corporation’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes regulatory

"Broker Non-Votes ------------------------------------------------------ J. Brett McBrayer ... 5,990,547"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of shareholders regulatory

"On May 8, 2026, Ampco-Pittsburgh Corporation held its annual meeting of shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

named executive officers financial

"To approve, in a non-binding advisory vote, the compensation of the Corporation’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

false000000617600000061762026-05-082026-05-08

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): May 08, 2026

AMPCO-PITTSBURGH CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Pennsylvania			1-898	25-1117717
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
726 Bell Avenue Suite 301
Carnegie, Pennsylvania				15106
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 412 456-4400

(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, $1 par value		AP		New York Stock Exchange

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 May 8, 2026, Ampco-Pittsburgh Corporation (the "Corporation") held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Corporation’s shareholders at that meeting:

1. In the election of two directors for a term that expires in 2029:

		For				Withheld				Broker Non-Votes
J. Brett McBrayer			10,903,236				91,315				5,990,547
Darrell L. McNair			9,614,803				1,379,748				5,990,547

2. To approve, in a non-binding advisory vote, the compensation of the Corporation’s named executive officers:

For				Against				Abstain				Broker Non-Votes
	10,273,057				674,478				47,016				5,990,547

3. To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2026:

For				Against				Abstain
	16,875,050				65,409				44,639

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.

			AMPCO-PITTSBURGH CORPORATION
Date:	May 12, 2026	By:	/s/ David G. Anderson
			David G. Anderson Vice President, Chief Financial Officer      and Treasurer

FAQ

What did Ampco-Pittsburgh (AP) shareholders decide at the 2026 annual meeting?

Shareholders elected two directors, approved executive pay on an advisory basis, and ratified BDO USA, P.C. as 2026 auditor. The voting results confirm support for the current board, compensation practices, and external audit firm.

Were Ampco-Pittsburgh directors re-elected at the May 8, 2026 meeting?

Yes. J. Brett McBrayer received 10,903,236 votes for and 91,315 withheld. Darrell L. McNair received 9,614,803 votes for and 1,379,748 withheld. Both elections also recorded 5,990,547 broker non-votes in their respective director contests.

How did Ampco-Pittsburgh (AP) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory resolution on executive pay with 10,273,057 votes for, 674,478 against and 47,016 abstentions. There were 5,990,547 broker non-votes, indicating overall support for the company’s current named executive officer compensation program.

Which audit firm did Ampco-Pittsburgh shareholders ratify for 2026?

Shareholders ratified BDO USA, P.C. as the independent registered public accounting firm for 2026. The vote totaled 16,875,050 for, 65,409 against and 44,639 abstentions, indicating strong support for continuing with the same external audit provider.

What are broker non-votes in Ampco-Pittsburgh’s 2026 proxy results?

Broker non-votes are shares held in street name where brokers did not receive instructions on non-routine items. Ampco-Pittsburgh reported 5,990,547 broker non-votes on the director elections and the advisory vote on executive compensation at the 2026 annual meeting.

Filing Exhibits & Attachments

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