CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2019

Apr 30, 2019

DEF 14A 1 cvu-def14a_061319.htm DEFINITIVE PROXY STATMENT cvu-def14a_061319 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1556632249684-1329]

| YOUR
VOTE IS IMPORTANT. PLEASE VOTE TODAY. |
| --- |
| Vote
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 12, 2019.

| ● | 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 .

▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲

REVOCABLE PROXY Please mark your votes like this ☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3.

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

| (1) | Janet
Cooper - Class I |
| --- | --- |
| (2) | Carey
Bond - Class III |
| (3) | Michael
Faber - Class III |
| (4) | Douglas
McCrosson - Class III |

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

3. 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_____, 2019

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.

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

The 2019 Proxy Statement and the 2018 Annual Report to Shareholders are available at: http://www.cstproxy.com/cpiaero/2019

▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲

REVOCABLE 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 13, 2019

The undersigned shareholder(s) of CPI AEROSTRUCTURES, INC., a New York corporation (“Company”), hereby appoint(s) Walter Paulick 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 13, 2019 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 FOR election of the Class I and Class III nominees, FOR the Say on Pay Proposal, 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)