CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2020

Sep 4, 2020

DEF 14A 1 cpi-def14a_100620.htm DEFINITIVE PROXY STATEMENT cpi-def14a_100620 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1599141918942-3081]

| 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 October 5, 2020.

●	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 ▲

PROXY Please mark your votes like this ☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4.

1. Election of the following director

(1)	Terry Stinson	FOR Nominee — ☐	WITHHOLD AUTHORITY for nominee — ☐

1. Approval of an amendment to the 2016 Long-Term Incentive Plan to increase the shares available for issuance by 800,000 shares. FOR ☐ AGAINST ☐ ABSTAIN ☐

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

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

4. 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_____, 2020

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 2020 Proxy Statement and the 2019 Annual Report to Shareholders are available at: http://www.cstproxy.com/cpiaero/2020

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

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 OCTOBER 6, 2020

The undersigned shareholder(s) of CPI AEROSTRUCTURES, INC., a New York corporation (“Company”), hereby appoint(s) Walter Paulick and Douglas McCrosson, 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 October 6, 2020 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 director nominee, FOR the amendment to the 2016 Long-Term Incentive Plan, 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)