CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2018

May 1, 2018

DEFA14A 1 cvu-defa14a_062018.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

CPI AEROSTRUCTURES, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applied:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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* Exercise Your Right to Vote* ****

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 20, 2018

| Meeting
Information — Meeting
Type: Annual Meeting | |
| --- | --- |
| For holders as of: April 30, 2018 | |
| Date: June 20, 2018 Time: 9:00 AM EDT | |
| Location: | Graubard
Miller Chrysler Building 405 Lexington Avenue, 11th Floor New York, New York, 10174 |
| You
are receiving this communication because you hold shares in the above named company. | |
| This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy (see reverse side). We
encourage you to access and review all of the important information contained in the proxy materials before voting. | |
| See the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available
to VIEW or RECEIVE: | | |
| --- | --- | --- |
| 1. Notice & Proxy Statement 2. Annual
Report on Form 10-K | | |
| How
to View Online: Have
the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | | |
| How
to Request and Receive a PAPER or E-MAIL Copy: If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | sendmaterial@proxyvote.com |
| *
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. | | |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the
request as instructed above on or before June 06, 2018 to facilitate timely delivery. | | |

How To Vote

Please Choose One of the Following Voting Methods

| Vote In
Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy. ”
To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will
contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to,
the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. |
| --- |
| Vote
By Internet: To vote now by Internet, go to www.proxyvote.com. Have
the information that is printed in the box marked by the arrow available and follow the instructions. |
| Vote By
Mail: You can vote by mail by requesting a paper copy of the materials,
which will include a voting instruction form. |

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| Voting
items | |
| --- | --- |
| The
Board of Directors recommends that you vote FOR the following: | |
| 1. | Election
of Directors |
| | Nominees |
| 01 | Walter Paulick
02 Eric
Rosenfeld |
| The Board of Directors recommends
you vote FOR the following proposal: | |
| 2. | Advisory
approval of the compensation of the Company’s Named Executive Officers. |
| The Board of Directors recommends
you vote 3 YEARS on the following proposal: | |
| 3. | Advisory
selection of the frequency with which the company holds Say on Pay Votes. |
| The Board of Directors recommends
you vote FOR the following proposal: | |
| 4. | Ratification
of appointment of CohnReznick LLP as the Company’s independent registered public accounting firm. |
| NOTE: In their discretion,
the proxies are authorized to vote upon such other business as may come before the meeting or any adjournment thereof. | |

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Voting Instructions

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| CPI AEROSTRUCTURES,
INC. | You May Vote Your
Proxy When You View The |
| --- | --- |
| c/o Continental
Proxy Services | Material On The
Internet. You Will Be Asked |
| 1 State Street, New
York NY 10004 | To Follow The Prompts
To Vote Your Shares. |
| | CPI AEROSTRUCTURES,
INC. |
| | 91 Heartland Blvd. |
| | Edgewood, New York
11717 |
| | NOTICE OF ANNUAL
MEETING |
| | OF SHAREHOLDERS |
| | to be held on Wednesday, |
| | June 20, 2018 |

To the Shareholders of CPI Aerostructures, Inc.:

Shareholders of record as of April 30, 2018 are encouraged and cordially invited to attend the 2018 Annual Meeting of Shareholders. You may vote in person at the Annual Meeting or you may vote by proxy, as explained in this notice.

Under Securities and Exchange Commission (“SEC”) rules, you are receiving this notice that the proxy materials for our 2018 Annual Meeting of Shareholders are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The proxy statement and annual report to shareholders are available at: www.cstproxy.com/cpiaero/2018

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 30, 2018 to facilitate timely delivery.

The 2018 Annual Meeting of Shareholders of CPI Aerostructures, Inc. (the “Company”) will be held at the offices of Graubard Miller, our general counsel, located at the Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York, 10174, on Wednesday, June 20, 2018 at 9:00 a.m. Only shareholders who owned stock at the close of business on the record date, April 30, 2018, may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting that may take place.

Proposals to be voted on at the Annual Meeting are listed below along with the recommendations of the Board of Directors.

The Board of Directors recommends that you vote FOR the following proposals:

| (1) | “FOR” the election of Walter Paulick
and Eric Rosenfeld as Class II Directors, to serve for the ensuing three-year period until their successors are elected and
qualified; |
| --- | --- |
| (2) | “FOR” the approval of executive compensation
of our named executive officers; |
| (3) | For holding executive compensation votes “EVERY
THREE YEARS”; and |
| (4) | “FOR” the ratification of the appointment
of CohnReznick LLP as the Company’s independent registered public accounting firm. |

| Go
to http://www.cstproxyvote.com Have your notice available when you access the
above website. Follow the prompts to vote your shares. |
| --- |
| The
Proxy Materials are available for review at: http://www.cstproxy.com/cpiaero/2018 |

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CPI AEROSTRUCTURES, INC. 91 Heartland Blvd. Edgewood, New York 11717

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 20, 2018.

This notice also constitutes notice of the 2018 Annual Meeting of Shareholders of the Company.

You may access the following proxy materials at www.cstproxy.com/cpiaero/2018

| - | Notice of the 2018
Annual Meeting of Shareholders; |
| --- | --- |
| - | The Company’s
2018 Proxy Statement; |
| - | The Company’s
Annual Report to Shareholders for the year ended December 31, 2017; and |
| - | Proxy Card. |

This is not a ballot. You cannot use this notice to vote your shares. This communication presents an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one . There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before May 30, 2018 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.

| ACCESSING
YOUR PROXY MATERIALS ONLINE |
| --- |
| Have
this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must
reference your control number. |
| REQUESTING
A PAPER COPY OF THE PROXY MATERIALS |
| By
telephone please call 1-888-221-0691, |
| or |
| By
logging on to http://www.cstproxy.com/cpiaero/2018 |
| or |
| By
email at: proxy@continentalstock.com |
| Please
include the company name and your control number in the subject line. |

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