TechPrecision (TPCS) sets 2025 virtual annual meeting and proxy proposal deadlines

Rhea-AI Filing Summary

TechPrecision Corporation has scheduled its 2025 Annual Meeting of Stockholders for Tuesday, October 28, 2025, to be held virtually. Stockholders of record as of October 1, 2025 will be entitled to vote at the meeting, with the specific time and online access details to be provided in the upcoming proxy statement filed with the SEC.

Because this meeting date is more than 30 days before the prior annual meeting held on December 19, 2024, the company is resetting the deadlines for shareholder proposals and director nominations. Proposals to be included in the proxy statement under Rule 14a-8 must be received at the company’s principal executive offices by October 1, 2025. Proposals and director nominations submitted under the By-laws, but not for inclusion in the proxy materials, must be received by September 28, 2025, and any stockholder intending to solicit proxies for alternative director nominees under the universal proxy rules must provide the required Rule 14a-19 notice by October 1, 2025.

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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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41698		51-0539828
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

1 Bella Drive

Westminster, MA 01473

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (978) 874-0591

Securities registered or to be 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 $0.0001 per share	TPCS	Nasdaq Capital Market

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))

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 5.08 Shareholder Director Nominations

The information below under Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.

Item 8.01 Other Events

On September 18, 2025, the Board of Directors of TechPrecision Corporation (the “Company”) established Tuesday, October 28, 2025 (the “Meeting Date”) as the date for the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually. The Board has set October 1, 2025 as the record date relative to the Meeting Date for the Annual Meeting. The time and meeting website information for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will be filed with the Securities and Exchange Commission (the “SEC”) prior to the Annual Meeting. 

The Company’s 2024 Annual Meeting of Shareholders (the “Prior Meeting”) was held on December 19, 2024. As the Meeting Date is more than 30 days before the first anniversary of the Prior Meeting, the deadline for stockholder’s nominations or proposals for consideration at the Annual Meeting set forth in the Company’s proxy statement for the Prior Meeting no longer applies. As such, the Company is informing shareholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing shareholders of the new dates described below for submitting shareholder proposals and other matters for consideration at the Annual Meeting.

A stockholder intending to submit a proposal to be included in the proxy statement for the Annual Meeting under Rule 14a-8 must deliver such proposal in writing to our principal executive offices no later than October 1, 2025, which the Company believes to be a reasonable deadline under the applicable rules of the Exchange Act. Proposals should be addressed to: TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary. Proposals of stockholders must also comply with the SEC’s rules regarding the inclusion of stockholder proposals in proxy materials and the Company’s Second Amended and Restated By-laws (the “By-laws”), and we may omit any proposal from our proxy materials that does not comply with Rule 14a-8 or the By-laws. A copy of the By-laws has been filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025, or can be obtained by contacting the Company’s Corporate Secretary at the address above.

Submissions under the By-laws of proposals intended to be presented at, but not included in the proxy materials for, the Annual Meeting, including director nominations for election to the Board of Directors, must be addressed to our Corporate Secretary and received at our principal executive offices on or before September 28, 2025, which is the tenth day following public disclosure of the Meeting Date. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information described in the By-laws.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 no later than October 1, 2025.

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.

	TECHPRECISION CORPORATION
Date: September 18, 2025	By:	/s/ Phillip E. Podgorski
	Name:	Phillip E. Podgorski
	Title:	Chief Financial Officer

FAQ

When is TechPrecision (TPCS) holding its 2025 Annual Meeting of Stockholders?

The 2025 Annual Meeting of Stockholders of TechPrecision Corporation is scheduled for Tuesday, October 28, 2025, and will be held virtually. The time and meeting website will be provided in the company’s proxy statement filed with the SEC.

What is the record date for TechPrecision (TPCS) 2025 Annual Meeting?

The Board of Directors set October 1, 2025 as the record date for the 2025 Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to receive notice of and vote at the meeting.

Why did TechPrecision reset shareholder proposal deadlines for the 2025 meeting?

The company’s 2024 Annual Meeting was held on December 19, 2024, and the new 2025 Meeting Date of October 28, 2025 is more than 30 days before the first anniversary of that prior meeting. As a result, the prior proxy statement deadlines no longer apply, and TechPrecision is providing updated dates in accordance with Rule 14a-5(f) under the Exchange Act.

What is the deadline to submit shareholder proposals for inclusion in TechPrecision’s 2025 proxy statement?

To be included in the proxy statement for the 2025 Annual Meeting under Rule 14a-8, a stockholder proposal must be delivered in writing to TechPrecision’s principal executive offices no later than October 1, 2025. Proposals must also comply with SEC rules and the company’s By-laws.

What are the deadlines for other proposals and director nominations at TechPrecision’s 2025 meeting?

Proposals and director nominations submitted under the company’s By-laws, but not for inclusion in the proxy materials, must be received at TechPrecision’s principal executive offices on or before September 28, 2025. The stockholder’s notice must contain the information required by the By-laws.

What does TechPrecision require under the universal proxy rules for alternative director nominees?

To comply with SEC Rule 14a-19, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice with the required information no later than October 1, 2025.

Where should TechPrecision (TPCS) shareholder proposals and notices be sent?

Shareholder proposals and notices should be addressed to: TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary, at the company’s principal executive offices.