Elmet Group Co.

DEF 14A 1 ea0304521-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

THE ELMET GROUP CO.

(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):

September 16, 2026

Dear Fellow Stockholders:

You are cordially invited to attend The Elmet Group Co.’s 2026 Special Meeting of Stockholders (the “Special Meeting”) to be held on October 19, 2026 at 1:00 p.m. Eastern Time. The formal meeting notice and proxy statement for the Special Meeting are attached.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online and vote during the Special Meeting by registering for the Special Meeting athttps://www.virtualshareholdermeeting.com/ELMT2026. The virtual meeting format allows attendance from any location in the world.

We have elected to provide our materials pursuant to the full set delivery option in connection with the Special Meeting. Under the full set delivery option, a company delivers all proxy materials to its stockholders. The approximate date on which the proxy materials are intended to be first sent or given to our stockholders is on or about September 17, 2026. These proxy materials include this letter, a formal meeting notice, the proxy statement and proxy card. These materials are available free of charge athttps://virtualshareholdermeeting.com/ELMT2026.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Special Meeting, whether or not you plan to attend the Special Meeting. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by Internet, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are in the accompanying proxy statement you received for the Special Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on October 18, 2026. If you attend the Special Meeting online and wish to vote at the Special Meeting, you will be able to do so even if you have previously returned your proxy card.

On behalf of our Board of Directors and management, it is my pleasure to express our appreciation for your continued support of The Elmet Group Co.

Sincerely,

/s/ Peter V. Anania

YOUR VOTE IS IMPORTANT

VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION. PLEASE PROMPTLY VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS FOR VOTING DESCRIBED IN THE PROXY STATEMENT BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL, EMAIL OR FAX AS DESCRIBED ON YOUR PROXY CARD. YOU MAY ALSO VOTE VIA THE INTERNET AS DESCRIBED HEREIN.

YOUR PROXY, GIVEN BY VOTING PRIOR TO THE SPECIAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR SECRETARY PRIOR TO THE SPECIAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE SPECIAL MEETING ONLINE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE SPECIAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES. ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY.

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 19, 2026

1:00 P.M. EASTERN TIME

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2026 Special Meeting of Stockholders (the “Special Meeting”) of The Elmet Group Co., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on October 19, 2026, at 1:00 p.m. Eastern Time, as a virtual meeting. You will be able to attend and vote your shares during the Special Meeting via a live webcast by registering for the Special Meeting athttps://www.virtualshareholdermeeting.com/ELMT2026.

The Special Meeting will be held for the following purpose, as more fully described in the proxy statement accompanying this notice:

1. APPROVAL OF THE ELMET GROUP CO. 2026 EMPLOYEE STOCK PURCHASE PLAN. To approve the adoption of the Company’s proposed 2026 Employee Stock Purchase Plan (the “Proposal”).

In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Special Meeting or any continuation, postponement or adjournment thereof.

Our Board of Directors recommends that stockholders vote FOR the Proposal. Only stockholders of record at the close of business on August 28, 2026 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting and any adjournments or postponements thereof. A complete list of stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. Our stock transfer books will remain open between the Record Date and the date of the Special Meeting.

The Special Meeting will be held as a virtual meeting via live webcast on the Internet on October 19, 2026, at 1:00 p.m. Eastern Time. Because the Special Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Special Meeting in person. To assure your representation at the Special Meeting, please register for the Special Meeting athttps://www.virtualshareholdermeeting.com/ELMT2026 and vote your proxy via the Internet athttps://www.virtualshareholdermeeting.com/ELMT2026. You may revoke your proxy at any time prior to the Special Meeting. If you attend the Special Meeting online and vote, your proxy will be revoked automatically and only your vote at the Special Meeting will be counted. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTEDFOR THE PROPOSAL.

Please note: If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote. Accordingly, we ask that you please complete your proxy or cast your vote at the Special Meeting to ensure your vote will count.

We will mail the proxy materials to our stockholders of record and beneficial owners, which provides instructions on how to vote online. These proxy materials are intended be first sent or distributed to our stockholders on or about September 17, 2026.

Instructions for voting on the matters presented at the Special Meeting are contained in the accompanying proxy statement (see “Voting and Related Matters”).

Your vote is very important to us. Whether or not you plan to attend the Special Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card or by the Internet.

By order of the Board of Directors,

/s/ Peter V. Anania

Peter V. Anania

Chief Executive Officer

Portland, Maine

PROXY STATEMENT

The Board of Directors (the “Board” or “Board of Directors”) of The Elmet Group Co. (the “Company,” “our company,” “our,” “us” or “we”) solicits your proxy on our behalf for a special meeting of stockholders (the “Special Meeting”), to be held virtually at 1:00 p.m. Eastern Time on October 19, 2026, or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement (the “Proxy Statement”), the accompanying notice, and the proxy card (collectively, the “proxy materials”).You will be able to attend the Special Meeting online and vote during the Special Meeting by registering for the Special Meeting athttps://www.virtualshareholdermeeting.com/ELMT2026.

These proxy materials are being furnished by and on behalf of the Board. This notice of special meeting and the other proxy materials are available athttps://www.virtualshareholdermeeting.com/ELMT2026.

We will mail the proxy materials to our stockholders of record and beneficial owners, which provides instructions on how to vote online. These proxy materials are intended be first sent or distributed to our stockholders on or about September 17, 2026.

These proxy solicitation materials are being provided to all stockholders entitled to vote at the Special Meeting. Stockholders who owned shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at the close of business on August 28, 2026 (the “Record Date”) are entitled to receive notice of, attend and vote at the Special Meeting.

On the Record Date, there were 30,459,498 shares of Common Stock outstanding and approximately 27 registered holders of our Common Stock. Each share of Common Stock entitles the holder to one vote.