TECHPRECISION CORP
For the period ended Sep 29, 2026. Filed Sep 3, 2026.
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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
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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:
Elect five directors: Andrew A. Levy, General Victor E. Renuart Jr. (Ret.), Walter M. Schenker, Alexander Shen and Robert D. Straus;
Ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2027;
Approve the compensation of our Named Executive Officers (as defined herein), in an advisory vote;
Approve the amended and restated TechPrecision Corporation 2016 Equity Incentive Plan; and
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 Voting | 1 |
|---|---|
| Solicitation of Proxies | 1 |
| Agenda Items | 1 |
| Who Can Vote | 1 |
| How to Vote | 1 |
| Broker Non-Votes | 2 |
| Revoking a Proxy or Changing Your Vote | 2 |
| Quorum Requirement | 3 |
| Vote Required for Action | 3 |
| Recommendation of our Board of Directors | 4 |
| Proposal One — Election of Directors | 5 |
| Corporate Governance | 6 |
| Directors/Nominees | 6 |
| Information About Our Board of Directors | 8 |
| Meetings | 8 |
| Independence | 8 |
| Board Leadership Structure and Role in Risk Oversight | 8 |
| Committees | 8 |
| Stockholder Communications | 10 |
| Employee, Officer and Director Hedging | 11 |
| Board of Directors Compensation | 11 |
| Security Ownership of TechPrecision | 12 |
| Security Ownership of Certain Beneficial Owners and Management | 12 |
| Changes in Control | 13 |
| Executive Compensation | 14 |
| Summary Compensation Table | 14 |
| Outstanding Equity Awards at Fiscal Year-End Table | 14 |
| Employment Agreements | 14 |
| 2016 Plan | 16 |
| Additional Retirement Benefits | 17 |
| Compensation Policies and Practices and Risk Management | 17 |
| Related Party Transactions | 20 |
| Certain Relationships and Related Transactions | 20 |
| 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, 2027 | 21 |
| Audit Committee Report | 22 |
| Principal Accountant Fees | 23 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services | 23 |
|---|---|
| Proposal Three — Advisory Vote to Approve the Compensation of Our Named Executive Officers | 24 |
| Proposal Four — Approval of the Amended and Restated TechPrecision Corporation 2016 Equity Incentive Plan | 25 |
| Purpose of the Amended and Restated Plan | 25 |
| Shares Available under the Amended and Restated Plan | 25 |
| Significant Changes | 25 |
| Expected Dilution | 26 |
| New Plan Benefits | 26 |
| Interest of Certain Parties in the Amended and Restated Plan | 26 |
| Amended and Restated Plan Summary | 26 |
| Equity Compensation Plan Information | 28 |
| U.S. Federal Income Tax Information | 28 |
| Other Matters | 30 |
| Other Business to be Conducted at the Annual Meeting | 30 |
| Stockholder Proposals for the 2027 Annual Meeting | 30 |
| Expenses Relating to this Proxy Solicitation | 30 |
| Householding | 30 |
| Where You Can Find More Information | 31 |
| Appendix A — Amended and Restated TechPrecision Corporation 2016 Equity Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.