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CPI Aerostructures shareholders back board, pay

CPI Aerostructures shareholders re-elected two Class I directors, backed executive pay on an advisory basis, and ratified CBIZ CPAs P.C. as 2026 auditor.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CPI Aerostructures, Inc. (CVU) reported the results of its September 16, 2026 annual meeting of shareholders, where three proposals were considered. Shareholders elected Class I directors Richard Caswell and Terry Stinson to three-year terms, approved on an advisory basis the compensation of the Named Executive Officers, and ratified CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Votes for Richard Caswell 6,498,806 votes Election as Class I director at 2026 annual meeting
Votes for Terry Stinson 6,284,539 votes Election as Class I director at 2026 annual meeting
Broker non-votes on director elections 2,989,932 votes For each Class I director nominee
Say-on-pay votes for 4,956,059 votes Advisory approval of Named Executive Officer compensation
Say-on-pay votes against 984,836 votes Advisory approval of Named Executive Officer compensation
Auditor ratification votes for 9,698,216 votes Ratification of CBIZ CPAs P.C. for fiscal year ending December 31, 2026
Auditor ratification votes against 191,055 votes Ratification of CBIZ CPAs P.C.
broker non-vote financial
"For | | Authority Withheld | | Broker Non-Vote Richard Caswell | | 6,498,806"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
independent registered public accounting firm financial
"ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"
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.
advisory basis financial
"approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers"
Class I directors financial
"The Company’s board of directors nominated Richard Caswell and Terry Stinson for election as Class I directors."
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What director elections did CPI Aerostructures (CVU) shareholders approve on September 16, 2026?

Shareholders elected Richard Caswell and Terry Stinson as Class I directors. Caswell received 6,498,806 votes for and Stinson received 6,284,539 votes for, each with broker non-votes of 2,989,932.

How did CPI Aerostructures (CVU) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved compensation of the Named Executive Officers with 4,956,059 votes for, 984,836 against, 983,609 abstentions, and 2,989,932 broker non-votes.

Which auditor did CPI Aerostructures (CVU) shareholders ratify for fiscal 2026?

Shareholders ratified CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,698,216 votes for, 191,055 against, and 25,165 abstentions.

How many broker non-votes occurred in CPI Aerostructures (CVU) 2026 director elections?

For each Class I director nominee, there were 2,989,932 broker non-votes recorded in the 2026 annual meeting vote results.

What corporate governance structure does CPI Aerostructures (CVU) use for its board?

The board is divided into three classes, with one class of directors elected each year and each class serving a three-year term. The Class I directors’ terms expired and were filled at the September 16, 2026 annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0000889348 0000889348 2026-09-16 2026-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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 16, 2026

 

CPI AEROSTRUCTURES, INC.
(Exact Name of Registrant as Specified in Charter)

 

New York   001-11398   11-2520310
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

91 Heartland Boulevard, Edgewood, New York   11717
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (631) 586-5200

 

N/A
(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:

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.001 per share   CVU   NYSE American

 

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.

 

The Company held its annual meeting of shareholders on September 16, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered three proposals: (i) election of two Class I directors; (ii); approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; and (iii) 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, 2026.

 

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 I directors expired at the Annual Meeting. The Company’s board of directors nominated Richard Caswell and Terry Stinson for election as Class I directors.

 

The results of the matters voted upon at the Annual Meeting are set forth below:

 

Proposal No. 1 – Election of Class I directors.

 

The election of each director nominee was approved as follows:

 

Name

 

For

 

Authority Withheld

  Broker Non-Vote
Richard Caswell   6,498,806    425,698    2,989,932
Terry Stinson   6,284,539    639,965    2,989,932

 

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
4,956,059    984,836    983,609    2,989,932
             

 

Proposal No. 3 – 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, 2026 was approved, as follows:

 

For

 

Against

 

Abstain

  Broker Non-Vote
9,698,216    191,055    25,165   — 
             

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Description
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:  September 16, 2026

 

CPI AEROSTRUCTURES, INC.
  
 By: /s/ Robert Mannix  
   Robert Mannix
Chief Financial Officer
 

 

 

Filing Exhibits & Attachments

3 documents

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