CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2021

Apr 30, 2021

DEFA14A 1 cvu-defa14a_062521.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS Field: Rule-Page

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054 9

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.:

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(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 25, 2021

Meeting Information — Meeting Type: Annual Meeting
For holders as of: April 30, 2021
Date: June 25, 2021	Time: 9:00 AM EDT
Location:	91 Heartland Boulevard Edgewood, NY 11717
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 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 1, 2021 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

| Record Holders can vote by the following methods: ● 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. ● By
Mail : You may vote by mail by requesting a paper copy of the materials, which will include a proxy card and return envelope. ● In
Person: In-person attendance at the Annual Meeting is limited due to due to the coronavirus pandemic and our concern for the
safety of the Company’s shareholders, officers, and directors and mandated social distancing protocols in the State of New
York. If you would like to attend the Annual Meeting in person, you must reserve your attendance at least two (2) business days in
advance of the Annual Meeting by contacting us at 91 Heartland Boulevard, Edgewood, NY 11717, telephone (516) 586-5200. Have the
information that is printed in the box marked by the arrow available. |
| --- |
| Beneficial Owners of shares held in street name must instruct their bank, broker, or other nominee how to vote their shares. Beneficial owners should refer to the materials provided to them by their bank, broker, or other nominee for information on communicating these voting instructions. |

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Voting items
The Board of Directors recommends that you vote FOR the director nominees listed under Item 1:
1.	Election of Directors
	Nominees
1a	Richard Caswell
1b	Walter Paulick
1c	Eric Rosenfeld
The Board of Directors recommends you vote FOR proposals 2 and 3:
2.	Advisory approval of the compensation of the Company’s Named Executive Officers.
3.	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.

Voting Instructions

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