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TECHPRECISION CORP

For the period ended Sep 29, 2026. Filed Sep 3, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 29, 2026 · Filed Sep 3, 2026

Use the contents to explore the available documents and sections.

TPCS$4.90-2.4%Stored close · as of Nov 6, 2026
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Contents

Cover page

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A**

(Rule 14a-101)

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

TECHPRECISION CORPORATION

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11.

September 2, 2026

Dear Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of TechPrecision Corporation. The meeting will be held virtually on September 29, 2026 at 10:00 a.m., Eastern Time. We will hold our annual meeting in virtual format only via live audio webcast, instead of holding the meeting in Westminster, Massachusetts or at any physical location. You or your proxyholder may participate, vote and examine our stockholder list at the virtual annual meeting by visiting https://www.cstproxy.com/techprecision/2026 and using the control number provided with your proxy materials. At the Annual Meeting, the stockholders will be asked to (i) elect five directors for a term of one year until our 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (ii) ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the year ending March 31, 2027, (iii) approve the compensation of our named executive officers, in an advisory vote, (iv) approve the amended and restated TechPrecision Corporation 2016 Equity Incentive Plan, and (v) transact any other business that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

It is important that your shares be represented at the meeting, regardless of the number you may hold. Whether or not you plan to attend, if you hold your shares in registered form, please vote by mobile device or electronically over the Internet, or if you requested a printed copy of the proxy materials be mailed to you, sign, date and return the proxy card enclosed therewith as soon as possible. If, on the other hand, you hold your shares through a bank, brokerage firm or other nominee, please follow the voting instructions provided to you by your bank, brokerage firm or other nominee. We encourage you to vote by proxy to ensure that your shares are represented and voted at the meeting, even if you plan on attending the meeting virtually.

I look forward to virtually seeing you on September 29, 2026.

Sincerely,

Alexander Shen

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

**1 Bella Drive

Westminster, MA 01473

Main: (978) 874-0591

Date: September 29, 2026

Time: 10:00 a.m. Eastern Time

Location: https://www.cstproxy.com/techprecision/2026

The Annual Meeting of Stockholders of TechPrecision Corporation will be held at the time and virtual location noted above. At the meeting, we will ask you to:

  1. Elect five directors: Andrew A. Levy, General Victor E. Renuart Jr. (Ret.), Walter M. Schenker, Alexander Shen and Robert D. Straus;

  2. Ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027;

  3. Approve the compensation of our Named Executive Officers (as defined herein), in an advisory vote;

  4. Approve the amended and restated TechPrecision Corporation 2016 Equity Incentive Plan; and

  5. Transact any other business properly brought before the meeting.

You may vote if you were the record owners of TechPrecision Corporation common stock at the close of business on August 27, 2026, the record date. A list of stockholders of record will be available at https://www.cstproxy.com/techprecision/2026 (the website for the annual meeting) during the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 1 Bella Drive, Westminster, Massachusetts 01473.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, on or about September 2, 2026, we will mail to all stockholders of record paper copies of this Proxy Statement, our Annual Report to Stockholders on Form 10-K for our fiscal year ended March 31, 2026 and form of proxy card, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement, form of proxy card, and the other Annual Meeting materials are available on the internet at https://www.cstproxy.com/techprecision/2026.

**Your vote is important.**To be sure your vote counts and assure a quorum, please vote by mobile device or over the Internet or, if you requested a printed copy of the proxy materials be mailed to you, vote, sign, date and return the proxy card enclosed therewith, as soon as possible, regardless of whether you plan to virtually attend the meeting; or if you hold your shares through a bank, brokerage firm or other nominee, please follow the instructions for voting provided by your bank, brokerage firm or other nominee, regardless of whether you plan to attend the meeting virtually.

By order of our board of directors,

Alexander Shen,

PROXY STATEMENT

This Proxy Statement and our Annual Report to Stockholders for our fiscal year ended March 31, 2026 (‘‘fiscal 2026’’) are being made available via Internet access beginning on or about September 2, 2026, to the owners of all outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), of TechPrecision Corporation (referred to as “we,” “us,” “our,” “TechPrecision,” or the “Company”) as of August 27, 2026, the record date (the “Record Date”), in connection with the solicitation of proxies by our board of directors for our Annual Meeting of Stockholders (the “Annual Meeting”). This proxy procedure is necessary to permit all stockholders, some of whom may be unable to attend the Annual Meeting virtually, to vote on the matters described in this Proxy Statement. Our board of directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting.

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 29, 2026.

The proxy statement and the annual report to stockholders are available at

http://www.techprecision.com/reports_and_proxy.html

TABLE OF CONTENTS

Page

Information About Voting1
Solicitation of Proxies1
Agenda Items1
Who Can Vote1
How to Vote1
Broker Non-Votes2
Revoking a Proxy or Changing Your Vote2
Quorum Requirement3
Vote Required for Action3
Recommendation of our Board of Directors4
Proposal One — Election of Directors5
Corporate Governance6
Directors/Nominees6
Information About Our Board of Directors8
Meetings8
Independence8
Board Leadership Structure and Role in Risk Oversight8
Committees8
Stockholder Communications10
Employee, Officer and Director Hedging11
Board of Directors Compensation11
Security Ownership of TechPrecision12
Security Ownership of Certain Beneficial Owners and Management12
Changes in Control13
Executive Compensation14
Summary Compensation Table14
Outstanding Equity Awards at Fiscal Year-End Table14
Employment Agreements14
2016 Plan16
Additional Retirement Benefits17
Compensation Policies and Practices and Risk Management17
Related Party Transactions20
Certain Relationships and Related Transactions20
Proposal Two — Ratification of the Selection of CBIZ CPAs P.C. as Our Independent Registered Public Accounting Firm for the Fiscal Year ending March 31, 202721
Audit Committee Report22
Principal Accountant Fees23
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services23
Proposal Three — Advisory Vote to Approve the Compensation of Our Named Executive Officers24
Proposal Four — Approval of the Amended and Restated TechPrecision Corporation 2016 Equity Incentive Plan25
Purpose of the Amended and Restated Plan25
Shares Available under the Amended and Restated Plan25
Significant Changes25
Expected Dilution26
New Plan Benefits26
Interest of Certain Parties in the Amended and Restated Plan26
Amended and Restated Plan Summary26
Equity Compensation Plan Information28
U.S. Federal Income Tax Information28
Other Matters30
Other Business to be Conducted at the Annual Meeting30
Stockholder Proposals for the 2027 Annual Meeting30
Expenses Relating to this Proxy Solicitation30
Householding30
Where You Can Find More Information31
Appendix A — Amended and Restated TechPrecision Corporation 2016 Equity Incentive PlanA-1
ContentsView on SEC.gov

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