[8-K] CPI Aerostructures, Inc. Reports Material Event

Rhea-AI Filing Summary

CPI Aerostructures (NYSE:CVU) filed an 8-K after shareholders approved the 2025 Long-Term Incentive Plan at the 24-Jun-2025 annual meeting.

The plan authorizes up to 800,000 new common shares for equity awards—including options, SARs, RSUs and performance shares—administered by the Compensation & HR Committee. Key safeguards include a minimum 1-year vesting (5% carve-out), no option repricing without shareholder consent, annual individual limits (125,000 shares) and a $225k total pay cap for non-employee directors. All awards fall under the company’s clawback policy and future SEC/NYSE rules.

• Plan sunsets for ISOs after 26-Mar-2035 and is amendable only with required shareholder approval.
• Say-on-pay passed 5.82M FOR vs 1.71M AGAINST; LTIP adoption passed 5.42M FOR vs 2.14M AGAINST.
• Director slate re-elected; auditor CBIZ CPAs P.C. ratified (10.61M FOR).

No other material items disclosed.

Positive

• Incorporates mandatory 1-year vesting, anti-repricing and clawback provisions, strengthening pay-for-performance alignment
• Director compensation capped at $225,000 annually, enhancing governance discipline

Negative

• Authorizes up to 800,000 new shares for equity awards, introducing potential shareholder dilution

Insights

Compensation Analyst

TL;DR: New 800k-share equity plan adds dilution risk but embeds investor-friendly safeguards.

Authorizing 800,000 shares materially expands the equity pool, potentially diluting existing holders depending on issuance pace. However, structural protections—1-year vesting, prohibition on repricing and robust clawback language—align executive pay with long-term value creation and mitigate headline governance concerns. Annual individual limits and director pay caps curb excessive grants. The 10-year ISO cutoff implies controlled longevity, while Board amendment rights remain subject to future shareholder votes, preserving oversight. Net effect skews slightly negative near-term (dilution), but governance design reduces longer-term agency risk.

Corporate Governance Specialist

TL;DR: Vote signals broad shareholder support; plan terms meet modern best-practice standards.

The 58% FOR vote on the LTIP and 77% FOR on say-on-pay indicate investor acceptance of the company’s compensation philosophy. Mandatory vesting, clawbacks and anti-repricing align with ISS/Glass Lewis guidelines, lowering proxy-season risk. The fixed $225k director pay cap—including equity—adds transparency and may limit future governance pushback. Re-election of all Class III directors on comfortable margins preserves board continuity. Overall filing is governance-positive, although cumulative dilution limits warrant monitoring against future share count.

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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): June 25, 2025

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, $0.001 par value 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 5.02. 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

FAQ

How many shares are authorized under CPI Aerostructures' 2025 LTIP (CVU)?

The plan permits issuance of up to 800,000 common shares.

When did CVU shareholders approve the 2025 Long-Term Incentive Plan?

The plan was approved on 24 June 2025 at the annual meeting.

What vesting rules apply to awards under CVU’s new equity plan?

Most awards must vest over at least one year, with only 5% of reserved shares exempt.

What was the vote tally for CVU’s say-on-pay proposal?

5,822,280 FOR, 1,713,833 AGAINST, 30,341 abstentions; broker non-votes totaled 3,066,131.

Did CVU shareholders ratify the appointment of CBIZ CPAs P.C. as auditor?

Yes. The proposal passed with 10,610,180 FOR, 13,986 AGAINST, and 8,419 abstentions.