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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TPCS$4.90-2.4%Stored close · as of Nov 6, 2026
Contents
Significant Changes
The Amended and Restated Plan includes several features designed to protect the interests of our stockholders and reflect sound corporate governance practices and our compensation philosophy, including the following significant changes from the 2016 Plan:
| ● | Plan Share Limit Increase: The share reserve under the 2016 Plan is insufficient to meet our future needs. The Amended and Restated Plan will reserve a sufficient number of shares to enable the Company to grant equity awards, which is a crucial component of our compensation program. The Amended and Restated Plan will increase the maximum number of shares of our common stock that may be granted for future awards by an additional 750,000 shares, for a new aggregate share limit of 810,635 for future awards. |
| ● | Fixed Term: The Amended and Restated Plan will have a fixed term that expires on the tenth anniversary of its approval by the Company’s stockholders. No new awards may be granted under the Amended and Restated Plan after its expiration date but awards outstanding on such date will continue in effect according to their terms. |
| ● | Director Compensation Limits: The maximum number of shares of our common stock subject to awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid will be capped at $120,000, except in the case of extraordinary circumstances where the non-employee director does not participate in the decision to award such compensation. |
| ● | No repricing. While the Company’s ability to reduce the exercise price of stock options without stockholder approval was removed from the 2016 Plan by amendment, the Amended and Restated Plan includes an express provision that reducing the exercise price of any stock options or stock appreciation rights will require approval of the Company’s stockholders. |
| ● | Payment of dividends or dividend equivalents. The Amended and Restated Plan adds a prohibition on the payment of any dividends or dividend equivalents prior to the date such award vests or is earned, as applicable. |
| ● | Amendments requiring stockholder approval. The Amended and Restated Plan adds the director compensation limits, the ten-year limit on option terms, and the prohibition on repricing to the list of provisions that may not be amended without the approval of our stockholders. |
| ● | Address other updates in law and market practice. The Amended and Restated Plan will incorporate certain other technical revisions in response to changes in the law (e.g., changes to Section 162(m) under the tax code) and which are designed to protect the interests of our stockholders and reflect sound corporate governance practices, as well as other clarifying changes. The Amended and Restated Plan removes the annual per-participant limits on options and stock appreciation rights, as well as certain other individual limits previously included for the purposes of Section 162(m), providing greater flexibility to grant equity awards in a manner consistent with our pay for performance objectives and market practices. |
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