Sypris Solutions (SYPR) investors approve directors and executive pay at 2026 meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sypris Solutions, Inc. held its regular Annual Meeting of Stockholders in Louisville, Kentucky on June 16, 2026. There were 23,011,130 shares of common stock outstanding as of the April 27, 2026 record date.

Stockholders elected Class III directors William G. Ferko and Jeffrey T. Gill to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Ferko received 12,560,502 votes for and 295,453 withheld, while Gill received 12,805,569 votes for and 50,386 withheld, with no broker non-votes reported for either nominee.

Stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the April 30, 2026 proxy statement. The advisory resolution received 12,687,835 votes for, 154,456 against, 13,664 abstentions, and no broker non-votes.

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

Shares outstanding: 23,011,130 shares Votes for Ferko: 12,560,502 votes Votes for Gill: 12,805,569 votes +5 more

8 metrics

Shares outstanding 23,011,130 shares Common stock outstanding as of April 27, 2026 record date

Votes for Ferko 12,560,502 votes Election of director William G. Ferko

Votes for Gill 12,805,569 votes Election of director Jeffrey T. Gill

Ferko withheld votes 295,453 votes Votes withheld on Ferko’s election

Gill withheld votes 50,386 votes Votes withheld on Gill’s election

Say-on-pay votes for 12,687,835 votes Advisory vote on named executive officer compensation

Say-on-pay votes against 154,456 votes Advisory vote on named executive officer compensation

Say-on-pay abstentions 13,664 votes Advisory vote on named executive officer compensation

Key Terms

Annual Meeting of Stockholders, Class III director, Advisory Vote on Named Executive Officer Compensation, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"The regular Annual Meeting of Stockholders of Sypris Solutions, Inc. was held in Louisville, Kentucky on June 16, 2026"

Class III director regulatory

"The stockholders of the Company elected each of the Class III director nominees proposed by the Company’s Board of Directors"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Advisory Vote on Named Executive Officer Compensation financial

"Advisory Vote on Named Executive Officer Compensation. The stockholders of the Company approved an advisory resolution approving the compensation"

broker non-votes regulatory

"DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES William G. Ferko | 12,560,502 | 295,453 | 0"

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.

record date regulatory

"The total number of shares of common stock outstanding as of April 27, 2026, the record date of the Annual Meeting of Stockholders"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

06/22/2026 - 11:30 AM

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 16, 2026

Sypris Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-24020	61-1321992
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Bullitt Lane, Suite 450
Louisville, Kentucky		40222
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (502) 329-2000

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, $0.01 par value	SYPR	NASDAQGlobal Select 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 regular Annual Meeting of Stockholders of Sypris Solutions, Inc. (the “Company”) was held in Louisville, Kentucky on June 16, 2026, for the purpose of voting on the proposals described below. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s nominees for directors. The total number of shares of common stock outstanding as of April 27, 2026, the record date of the Annual Meeting of Stockholders, was 23,011,130.

Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

Election of Directors. The stockholders of the Company elected each of the Class III director nominees proposed by the Company’s Board of Directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The following is a breakdown of the voting results:

DIRECTOR	FOR	WITHHELD	BROKER NON-VOTES

William G. Ferko	12,560,502	295,453	0

Jeffrey T. Gill	12,805,569	50,386	0

Advisory Vote on Named Executive Officer Compensation. The stockholders of the Company approved an advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The following is a breakdown of the voting results:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES

12,687,835	154,456	13,664	0

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.

Dated: June 22, 2026	Sypris Solutions, Inc.

	By:	/s/ Rebecca R. Eckert
		Rebecca R. Eckert
		Vice President, Chief Accounting Officer & Controller

Source: View Original Filing on SEC EDGAR

FAQ

What key items did Sypris Solutions (SYPR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors and approving an advisory resolution on named executive officer compensation. Both director nominees were elected, and the executive compensation package received majority support based on the vote totals disclosed.

How many Sypris Solutions (SYPR) shares were eligible to vote at the 2026 annual meeting?

A total of 23,011,130 shares of Sypris Solutions common stock were outstanding as of April 27, 2026, the record date for the annual meeting. Only holders of these shares on that date were entitled to vote.

Were the Sypris Solutions (SYPR) Class III director nominees elected in 2026?

Yes, both Class III director nominees were elected. William G. Ferko received 12,560,502 votes for and 295,453 withheld, while Jeffrey T. Gill received 12,805,569 votes for and 50,386 withheld, with no broker non-votes reported for either nominee.

Did Sypris Solutions (SYPR) stockholders approve executive compensation in the 2026 advisory vote?

Yes, stockholders approved the advisory resolution on named executive officer compensation. The proposal received 12,687,835 votes for, 154,456 against, and 13,664 abstentions, with no broker non-votes, indicating majority support for the disclosed pay program.

What is the term of office for the newly elected Sypris Solutions (SYPR) Class III directors?

The elected Class III directors will serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. This aligns with the company’s classified board structure described in the disclosure.

Filing Exhibits & Attachments

4 documents