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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 |
|
