CVV Annual Meeting Results: Directors Re-elected, CBIZ Ratified, Say-on-Pay Passed

Rhea-AI Filing Summary

The company held its Annual Meeting where shareholders voted on three proposals. All six director nominees—Lawrence J. Waldman, Emmanuel Lakios, Andrew Africk, Robert M. Brill, Ashraf Lotfi and Debra Wasser—were re-elected with votes in favor ranging from 2,526,772 to 2,549,366 and withheld votes between 208,765 and 231,359. There were 2,206,675 broker non-votes reported for those elections. Shareholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm by a vote of 4,919,573 for, 36,254 against and 8,979 abstaining. A non-binding advisory resolution on executive compensation passed with 2,717,857 votes for, 22,289 against and 17,985 abstaining, with 2,206,675 broker non-votes.

Positive

• All six director nominees were re-elected with votes in favor ranging from 2,526,772 to 2,549,366.
• Independent auditor (CBIZ CPAs P.C.) was ratified by shareholders with 4,919,573 votes in favor.
• Advisory vote on executive compensation passed with 2,717,857 votes for.

Negative

• 2,206,675 broker non-votes were reported, reducing the number of shares voting on certain proposals.
• Noticeable withheld votes for director nominees (between 208,765 and 231,359) indicate some shareholder dissent.
• Say-on-pay is non-binding and does not require the board to take corrective action despite the advisory approval.

Insights

Financial Analyst

TL;DR: Routine annual meeting outcomes; incumbents re-elected and auditor ratified; advisory pay approved by majority.

The results reflect continuity in governance with all six nominees receiving majority support and the independent auditor receiving overwhelming ratification (4,919,573 votes in favor). The advisory say-on-pay passed by a clear majority (2,717,857 for), though it is non-binding. Reported broker non-votes (2,206,675) materially reduced the number of shares voting on some matters, which is relevant when assessing shareholder engagement levels. Overall, these are routine, non-material corporate governance outcomes for investors.

Corporate Governance Expert

TL;DR: Board continuity affirmed; advisory vote passed; notable broker non-votes reduce participation on certain proposals.

All incumbent directors were re-elected with several hundred thousand withheld votes each (between 208,765 and 231,359), indicating some shareholder dissent though not enough to block election. The auditor was comfortably ratified. The advisory executive compensation vote passed but remains non-binding, so it signals shareholder sentiment without forcing action. The sizable broker non-vote tally (2,206,675) is a governance datapoint for proxy solicitation effectiveness and vote coverage.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

August 8, 2025

CVD EQUIPMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York		1-16525		11-2621692
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

355 South Technology Drive Central Islip, New York		11722
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (631) 981-7081

(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		CVV		NASDAQ Capital Market

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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of CVD Equipment Corporation (the “Company”) was held on August 8, 2025. At the Annual Meeting, the shareholders voted on the following three proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 20, 2025.

Proposal 1: The election of the six nominees listed below to serve on the Board of Directors of the Company until the 2026 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

Nominee		Number of Votes Cast in Favor				Number of Votes Withheld				Number of Broker Non-Votes
Lawrence J. Waldman			2,527,172				230,959				2,206,675
Emmanuel Lakios			2,545,199				212,932				2,206,675
Andrew Africk			2,545,262				212,869				2,206,675
Robert M. Brill			2,526,772				231,359				2,206,675
Ashraf Lotfi			2,543,736				214,395				2,206,675
Debra Wasser			2,549,366				208,765				2,206,675

Proposal 2: The ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025..

Number of Votes Cast in Favor				Number of Votes Cast Against				Number of Votes Abstain
	4,919,573				36,254				8,979

Proposal 3: The approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers.

Number of Votes Cast in Favor				Number of Votes Cast Against				Number of Votes Abstain				Number of Broker Non-Votes
	2,717,857				22,289				17,985				2,206,675

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 thereunto duly authorized.

Date: August 12, 2025

	CVD EQUIPMENT CORPORATION
	By:	/s/ Richard Catalano
	Name:	Richard Catalano
	Title:	Executive Vice President, Chief Financial Officer, Secretary and Treasurer

FAQ

What were the results of CVD Equipment Corporation's (CVV) Annual Meeting?

All six director nominees were re-elected, the independent auditor CBIZ CPAs P.C. was ratified, and the advisory executive compensation vote passed. Specific vote counts are disclosed in the filing.

Were the director nominees for CVV elected and what were the vote totals?

Yes. Votes in favor ranged from 2,526,772 to 2,549,366; withheld votes ranged from 208,765 to 231,359; there were 2,206,675 broker non-votes.

Did CVV ratify its independent registered public accounting firm?

Yes. Shareholders ratified CBIZ CPAs P.C. with 4,919,573 votes for, 36,254 against and 8,979 abstentions.

What was the outcome of the advisory (say-on-pay) vote at CVV?

The advisory resolution passed with 2,717,857 votes in favor, 22,289 against and 17,985 abstaining; the vote is non-binding.

How many broker non-votes were recorded at the meeting?

2,206,675 broker non-votes were recorded for the director elections and the advisory compensation vote, as reported in the filing.

Who signed the report on behalf of CVD Equipment Corporation?

Richard Catalano, Executive Vice President, Chief Financial Officer, Secretary and Treasurer, signed the report on behalf of the registrant.