CPI AEROSTRUCTURES INC — Proxy Solicitation & Information Statement 2022

Oct 25, 2022

DEF 14A 1 cvu-def14a_121322.htm DEFINITIVE PROXY STATEMENT cvu-def14a_121322 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1666463046237-5620]

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

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Vote by Internet – QUICK ★ ★ ★ EASY

IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail

CPI AEROSTRUCTURES, INC.
●	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
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR LISTED HEREIN AND “FOR” PROPOSALS 2 AND 3.

1. Election of the following directors:

		FOR	WITHHOLD — AUTHORITY
		Nominee	for nominee
(1)	Carey Bond	☐	☐
(2)	Michael Faber	☐	☐
(3)	Dorith Hakim	☐	☐

1. Advisory approval of the compensation of the Company’s Named Executive Officers (“Say on Pay”). FOR ☐ AGAINST ☐ ABSTAIN ☐

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

Mark here if you plan to attend the meeting. ☐

CONTROL NUMBER

Signature____ Signature, if held jointly_____ Date____, 2022

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 2022 Proxy Statement and the 2021 Annual Report to Shareholders are available at: https://www.cstproxy.com/cpiaero/2022

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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 DECEMBER 13, 2022

The undersigned shareholder(s) of CPI AEROSTRUCTURES, INC., a New York corporation (“Company”), hereby appoint(s) Terry Stinson and Richard Caswell, 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 December 13, 2022 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 all of the director nominees, FOR the Say on Pay Proposal, and FOR the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm.

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