SYPRIS SOLUTIONS INC
For the period ended May 21, 2025. Filed Apr 21, 2025.
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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.
May 21, 2025 · Filed Apr 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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 Pursuant to §240.14a-12 | ||
Sypris Solutions, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(I) and 0-11. |
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Notice of 2025 Annual Meeting
and
Proxy Statement
SYPRIS SOLUTIONS, INC.
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| TIME | 11:00 a.m. Eastern Time |
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Wednesday, May 21, 2025
| PLACE | Residence Inn by Marriott |
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Rock Bridge Room
401 Bullitt Lane, Louisville, Kentucky 40222
| ITEMS OF BUSINESS | (1) To elect the two Class II members of the Board of Directors named in this Proxy Statement. |
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(2) To approve the 2025 Sypris Omnibus Plan.
(3) An advisory approval of the Company’s named executive officer compensation.
(4) An advisory approval on the frequency of future named executive officer compensation advisory votes.
(5) To transact such other business as may properly come before the meeting and any postponement or adjournment thereof.
| RECORD DATE | Holders of record of Sypris Solutions, Inc. common stock at the close of business on April 3, 2025, are entitled to vote at the meeting. |
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| PROXY VOTING | It is important that your shares be represented and voted at the meeting. If you are a holder of record, you can vote your shares in one of four ways: |
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(1) Visit the website noted on your proxy card to vote via the Internet;
(2) Use the toll-free telephone number on your proxy card to vote by telephone;
(3) Sign, date and return your proxy card in the enclosed envelope to vote by mail; or
(4) Attend the meeting in person.
If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instructions card with these proxy materials from that organization rather than from us. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy.
A Proxy Statement describing matters to be considered at the Annual Meeting is attached to this notice.
Jeffrey T. Gill
Chairman of the Board, President and Chief Executive Officer
April 21, 2025
Important Notice Regarding the Availability of Proxy Materials
The notice of annual meeting of stockholders to be held on May 21, 2025, this Proxy Statement, form of proxy card and the Sypris Solutions 2024 Annual Report on Form 10-K are available at www.sypris.com/proxy-materials.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| GOVERNANCE OF THE COMPANY | 4 |
| RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS | 10 |
| AUDIT AND FINANCE COMMITTEE REPORT | 12 |
| PROPOSAL ONE, ELECTION OF DIRECTORS | 13 |
| CLASS II DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2028 | 14 |
| CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2026 | 15 |
| CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2027 | 16 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| EXECUTIVE OFFICERS | 19 |
| SUMMARY COMPENSATION TABLE | 21 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 | 24 |
| PAY VERSUS PERFORMANCE | 24 |
| 2024 DIRECTOR COMPENSATION | 28 |
| PROPOSAL TWO, APPROVAL OF 2025 SYPRIS OMNIBUS PLAN | 29 |
| PROPOSAL THREE, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 35 |
| PROPOSAL FOUR, ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTES | 36 |
| OTHER MATTERS | 37 |
| SUBMISSION OF STOCKHOLDERS PROPOSALS | 37 |
| EXHIBIT A | A-1 |
Sypris Solutions, Inc. 101 Bullitt Lane, Suite 450 Louisville, Kentucky 40222
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.