TPCS updates bylaws—majority vote for uncontested elections and 20% meeting threshold

Rhea-AI Filing Summary

TechPrecision Corporation amended its governing documents to change director election rules and shareholder rights. The company adopted a majority vote standard for uncontested director elections while keeping a plurality standard for contested elections where more nominees exist than open seats. Director nominees who fail to receive a majority in uncontested races must submit a resignation for the Board to consider. The bylaws were also revised to permit stockholders owning 20% or more of voting power, subject to bylaw conditions, to request that the Board call a special meeting of stockholders. The filing attaches updated bylaws and an amendment to the 2016 Equity Incentive Plan as exhibits.

Positive

• Adoption of a majority vote standard for uncontested director elections increases director accountability
• Bylaws grant stockholders with 20% voting power the ability to request a special meeting, expanding shareholder rights
• Formal resignation requirement creates a clear governance process when nominees fail to secure majority support
• Filing includes an amendment to the 2016 Equity Incentive Plan, indicating compensation framework updates

Negative

• Company retained a plurality standard for contested elections, preserving an easier path for nominees in multi-candidate races
• Resignation submissions by nominees may create short-term board turnover uncertainty pending the Board's acceptance or rejection

Insights

Corporate Governance Specialist

Shifts strengthen shareholder influence in routine elections but preserve board control in contested races.

Moving to a majority vote in uncontested elections raises the bar for directors to retain their seats and aligns with common governance best practices that increase director accountability. Requiring a resignation from nominees who fail to get a majority creates a formal board process to address underperformance or lack of shareholder support.

The retention of a plurality standard for contested elections maintains the company's ability to resolve multi-candidate contests without runoffs. Monitor whether the board adopts a clear timeline and standards for accepting or rejecting resignations and how this change affects contested-election dynamics in the next annual meeting.

Investor Relations Analyst

Granting a 20% special-meeting threshold materially increases an activist or large-holder toolset.

Allowing stockholders with 20% voting power to request special meetings lowers the barrier for organized holders to pursue agenda items outside regular meetings. This procedural right can accelerate corporate responses to shareholder concerns when holders reach the threshold set by the bylaws.

Watch near-term activity among large holders and any amendments to the bylaws' procedural requirements for calling a meeting, as these operational details determine how readily the right will be exercised.

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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): August 8, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2025, the Board of Directors (the “Board”) of TechPrecision Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2016 Equity Incentive Plan, as amended (the “Plan”). The Amendment, which became effective upon its signature by an executive officer, amends the Plan to eliminate the Company’s ability to reprice stock options without obtaining stockholder approval.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 8, 2025, the Board of the Company approved and adopted the amendment and restatement of the Company’s Amended and Restated By-laws (as further amended and restated, the “Bylaws”), effective on such date. Among other things, the amendments contained in the Bylaws:

· Implement a majority vote standard in uncontested elections of directors, while retaining a plurality vote standard in contested elections in which the number of director candidates exceeds the number of directors to be elected;

· Require director nominees who do not receive the majority of votes cast in an uncontested election to submit their resignation to the Board, which the Board will decided whether to accept or reject; and

· Grant stockholders owning 20% or more of the voting power of the outstanding shares of common stock of the Company entitled to vote the ability, subject to certain requirements set forth in the Bylaws, to request that the Board call a special meeting of stockholders.

The Bylaws also contain conforming, clarifying, and updating changes to supplement the above amendments.

The above description of the Bylaws does not purport to be completed and subject to, and qualified in its entirety by reference to, the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits

Exhibit Number		Description
3.1		Second Amended and Restated By-laws of TechPrecision Corporation
10.1*		Second Amendment to TechPrecision Corporation 2016 Equity Incentive Plan
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 *Management contract or compensatory arrangement or plan.

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: August 14, 2025	By:	/s/ Phillip E. Podgorski
	Name:	Phillip E. Podgorski
	Title:	Chief Financial Officer

FAQ

What change did TechPrecision (TPCS) make to director voting rules?

TechPrecision adopted a majority vote standard for uncontested director elections while keeping a plurality standard for contested elections.

What happens if a director nominee fails to get a majority vote at TechPrecision?

A nominee who does not receive a majority in an uncontested election must submit a resignation for the Board to decide whether to accept or reject.

What shareholder threshold is required to request a special meeting at TPCS?

Stockholders owning 20% or more of voting power may request that the Board call a special meeting, subject to bylaw requirements.

Did TechPrecision file any exhibit changes alongside the bylaw amendments?

Yes. The filing includes a revised Second Amended and Restated By-laws and a Second Amendment to the 2016 Equity Incentive Plan as exhibits.

Does the company still use plurality voting in any cases?

Yes. The company retains a plurality vote standard for contested elections where the number of candidates exceeds director seats.