CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2018

Apr 30, 2018

DEF 14A 1 cvu-def14a_062018.htm DEFINITIVE PROXY STATEMENT cvu-def14a_062018

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by Internet – QUICK EASY IMMEDIATE – 24 Hours a Day, 7 Days a Week or by
Mail |

CPI AEROSTRUCTURES, INC. Your internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on June 19, 2018.

●	INTERNET/MOBILE — www.cstproxyvote.com
	Use the Internet to vote your proxy. Have your
proxy card available when you access the above website. Follow the prompts to vote your shares.
●	MAIL – Mark, sign and date your
proxy card and return it in the postage-paid envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY .

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PROXY Please mark your votes like this ☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 4, AND FOR A VOTE OF

“EVERY THREE YEARS” FOR PROPOSAL 3.

1. Election of the following Class II directors (select one of the following):

Class II		FOR all Nominees	WITHHOLD AUTHORITY for all nominees	FOR all Except
(1)	Walter Paulick	☐	☐	☐
(2)	Eric Rosenfeld

SPECIAL INSTRUCTIONS for Proposal 1: To withhold authority to vote for any individual nominee, mark “FOR ALL EXCEPT” and strike a line through that nominee’s name in the list above.

1. Advisory approval of the compensation of the Company’s Named Executive Officers. FOR ☐ AGAINST ☐ ABSTAIN ☐

2. Advisory selection of the frequency with which the company holds Say on Pay Votes.

| 3
Years | 2
Years | 1
Year | ABSTAIN |
| --- | --- | --- | --- |
| ☐ | ☐ | ☐ | ☐ |

1. Ratification of appointment of CohnReznick LLP as the Company’s independent registered public accounting firm. FOR ☐ AGAINST ☐ ABSTAIN ☐

2. In their discretion, the proxies are authorized to vote upon such other business as may come before the meeting or any adjournment thereof.

Mark here if you plan to attend the meeting. ☐

CONTROL NUMBER

Signature_____ Signature, if held jointly_____ Date_____, 2018

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

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Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders

The 2018 Proxy Statement and the 2017 Annual Report to Shareholders are available at: http://www.cstproxy.com/cpiaero/2018

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PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

CPI AEROSTRUCTURES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 20, 2018

The undersigned shareholder(s) of CPI AEROSTRUCTURES, INC., a New York corporation (“Company”), hereby appoint(s) Douglas McCrosson and Terry Stinson, or either of them, with full power of substitution and to act without the other, as the agents, attorneys and proxies of the undersigned, to vote the shares standing in the name of the undersigned at the Company’s Annual Meeting of Shareholders to be held on June 20, 2018 and at all adjournments thereof. This proxy will be voted in accordance with the instructions given below. If no instructions are given, this proxy will be voted in favor of electing the Class II nominees, and will be voted FOR the Say on Pay Proposal, FOR THREE YEARS as the Frequency of Say on Pay, and FOR the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm.

(Continued, and to be marked, dated and signed, on the other side)

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