Current Report Filing (8-k)
June 17 2019 - 2:11PM
Edgar (US Regulatory)
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 13, 2019
CPI AEROSTRUCTURES, INC.
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(Exact Name of Registrant as Specified in Charter)
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New York
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001-11398
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11-2520310
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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91 Heartland Boulevard, Edgewood, New York
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11717
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(631) 586-5200
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of Holdco under any of the following provisions (see General Instruction
A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
4(c))
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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. ☐
Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value per share
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CVU
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NYSE American
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On June 13, 2019, Mr. Harvey Bazaar resigned from the board
of directors of CPI Aerostructures, Inc. (the “Company”) and from each committee on which he served. Mr. Bazaar’s
resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices (financial or otherwise). After Mr. Bazaar’s resignation, the size of the Company’s board of directors
was reduced to seven.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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The Company held its annual meeting of stockholders
on June 13, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered three proposals:
(i) the election of one Class I director and three Class III directors; (ii) the approval, on an advisory basis, of the compensation
of the Company’s named executive officers; and (iii) the ratification of the appointment of CohnReznick LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2019.
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, consisting of Carey Bond, Michael Faber, and Douglas McCrosson, expired at
this year’s Annual Meeting. The term of office of the Company’s Class I directors, Harvey J. Bazaar and Terry Stinson,
expires at the 2020 Annual Meeting. The term of office of the Company’s Class II directors, Walter Paulick and Eric Rosenfeld,
expires at the 2021 Annual Meeting.
As previously announced, on April 15, 2019
the board increased its size from seven to eight members and appointed Janet Cooper to fill the vacancy created by such increase
until this year’s Annual Meeting. Pursuant to New York law and the Company’s bylaws, newly created board positions
may not be classified until the next Annual Meeting, and any directors appointed by the board to fill a vacancy serve only until
the next Annual Meeting. Accordingly, our board of directors has nominated Ms. Cooper for election to serve as a Class I director
until the term of our Class I directors ends at the 2020 Annual Meeting.
The board of directors nominated the current
Class III directors, Carey Bond, Michael Faber, and Douglas McCrosson, for re-election as Class III directors. The board of directors
nominated Janet Cooper for election as a Class I director.
The results of the matters voted upon at
the Annual Meeting are set forth below:
Proposal No. 1 – Election of directors.
The election of each director nominee was approved, as follows:
Name
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For
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Authority Withheld
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Broker Non-Votes
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Janet Cooper – Class I
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7,242,995
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127,106
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3,238,703
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Carey Bond – Class III
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7,144,964
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225,137
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3,238,703
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Michael Faber – Class III
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5,518,558
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1,851,543
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3,238,703
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Douglas McCrosson – Class III
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7,172,664
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197,437
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3,238,703
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Proposal No. 2 – Approval, on an advisory basis,
of the compensation of Named Executive Officers.
The compensation of the Company’s Chief Executive Officer
and Chief Financial Officer (collectively, the “Named Executive Officers”) was approved, on an advisory basis, as follows:
For
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Against
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Abstain
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Broker Non-Votes
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7,040,198
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283,992
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45,911
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3,238,703
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Proposal No. 3 – Ratification
of the appointment of CohnReznick LLP.
The ratification of the appointment of CohnReznick LLP was approved,
as follows:
For
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Against
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Abstain
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10,243,812
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255,619
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109,373
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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 17, 2019
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CPI AEROSTRUCTURES, INC.
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By:
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/s/
Vincent Palazzolo
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Vincent
Palazzolo
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Chief
Financial Officer
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