AMPCO PITTSBURGH CORP
For the period ended May 8, 2026. Filed Mar 27, 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.
May 8, 2026 · Filed Mar 27, 2026
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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 under §240.14a-12 |
Ampco–Pittsburgh Corporation
(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 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 14a-6(i)(1) and 0-11. |
726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, MAY 8, 2026
TO THE SHAREHOLDERS OF
AMPCO-PITTSBURGH CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation (“Ampco” or the “Corporation”) will be held in the Founders Room, 1st Floor, The Duquesne Club, 325 Sixth Avenue, Pittsburgh, Pennsylvania, at 10:00 A.M., Eastern Time on Friday, May 8, 2026, for the following purposes:
to elect two directors for a term that expires in 2029;
to hold a non-binding advisory vote to approve the compensation of our named executive officers;
to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2026; and
to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. The Board unanimously recommends that shareholders vote “FOR” both of the nominees for director named in the accompanying Proxy Statement and “FOR” each of Proposals 2 and 3 on the enclosed proxy card.
Only shareholders of record at the close of business on March 12, 2026 are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s Amended and Restated By-laws (the “Bylaws”).
All shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the internet site described in the accompanying proxy statement and on the proxy card or voting instruction form provided to you, (ii) calling the toll-free number in the accompanying proxy statement and on the proxy card or voting instruction form provided to you, or (iii) completing, signing, dating and returning the enclosed proxy card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you.
If your broker, bank, trustee or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting.
The Board, including all of its independent directors, unanimously recommends that you vote on the Proxy Card or voting instruction form “FOR” the election of Mr. J. Brett McBrayer and Mr. Darrell L. McNair.
If you are unable to attend the Annual Meeting, a replay of the meeting will be available onwww.ampcopgh.com/investors.
Regardless of the number of shares of Common Stock of the Corporation that you own, your vote is important. Thank you for your continued support, interest and investment in Ampco-Pittsburgh Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
Kimberly P. Knox,
Corporate Secretary
Pittsburgh, Pennsylvania
March 27, 2026
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to Be Held on Friday, May 8, 2026
The proxy statement and the annual report of the Corporation are available at
http://www.ampcopgh.com/investors
For those requesting physical copies of our Annual Report for the year ending December 31, 2025, please mail such request to:
Ampco-Pittsburgh Corporation
c/o Corporate Secretary
726 Bell Avenue, Suite 301
P.O. Box 457
Carnegie, PA 15106
All shareholders are cordially invited to attend the Annual Meeting in person. Your vote is important, and, whether or not you expect to attend the Annual Meeting in person, it is requested that you PROMPTLY fill in, sign, and return the enclosed proxy card or follow the internet or telephone voting instructions included in the accompanying proxy statement and on the proxy card.
TABLE OF CONTENTS
| Proxy Statement | 2 |
|---|---|
| Proxy Summary | 3 |
| Questions And Answers Regarding The Annual Meeting | 6 |
| Election Of Directors | 12 |
| Summary Of Director Attributes And Skills | 12 |
| Board Of Directors’ Nominees | 13 |
| Nominees For Director Whose Term Of Office Expires In 2029 | 13 |
| Continuing Directors Whose Term Of Office Expires In 2028 | 14 |
| Continuing Directors Whose Term Of Office Expires In 2027 | 15 |
| Process Of Evaluation Of Director Candidates | 16 |
| Director Compensation | 16 |
| Director Fees | 16 |
| 2025 Director Compensation | 17 |
| Directors’ Alignment With Shareholders; Stock Ownership Guidelines | 18 |
| Corporate Governance | 19 |
| Corporate Governance Summary | 19 |
| Board Independence | 20 |
| Leadership Structure | 21 |
| Director Nominating Procedures | 21 |
| Director Terms | 21 |
| Voting For Directors | 22 |
| Board’s Role In Risk Oversight | 22 |
| Executive Sessions | 22 |
| Communications With Directors | 22 |
| Annual Meeting Attendance | 22 |
| Board Committees | 23 |
| Summary | 23 |
| Audit Committee | 23 |
| Compensation Committee | 24 |
| Executive Committee | 24 |
| Nominating And Governance Committee | 24 |
| Security Ownership Of Certain Beneficial Owners And Management | 25 |
| Beneficial Ownership Of More Than Five Percent | 25 |
| Director And Executive Officer Stock Ownership | 26 |
| Non-Binding, Advisory Vote On Compensation Of Our Named Executive Officers (Proposal 2) | 27 |
| Compensation Discussion And Analysis (“CD&A”) | 28 |
| Executive Compensation Overview | 28 |
| 2025 Highlights | 28 |
| Key Features Of Our Executive Compensation Program | 29 |
| 2025 Compensation Objectives | 31 |
| 2025 Compensation Decisions | 31 |
| Other Compensation Practices And Policies | 38 |
| Summary Compensation Table | 40 |
| Outstanding Equity Awards At Fiscal Year-End | 41 |
| Potential Payments Upon Termination, Resignation Or Change In Control | 42 |
| Report Of The Compensation Committee | 44 |
| Certain Relationships And Related Transactions | 45 |
| Report Of The Audit Committee | 45 |
| Ratification Of The Appointment of BDO USA, P.C. As The Independent Registered Public Accounting For 2026 (Proposal 3) | 47 |
| Equity Compensation Plan Information | 48 |
| Pay Versus Performance | 49 |
| Delinquent Section 16(a) Reports | 51 |
| Shareholder Proposals and Nominations For 2027 Annual Meeting | 52 |
| Householding Of Proxy Materials | 52 |
| References to Our Website Address | 52 |
| Incorporation By Reference | 52 |
| Other Matters | 52 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.