Ampco-Pittsburgh (AP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, incentive plan approval, and auditor ratification.

• Board recommends voting FOR all proposals and nominees; proxy materials and annual report are available online.

• Shareholders of record as of March 13, 2025, are eligible to vote; 20,094,617 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of three directors (terms expiring 2028), advisory vote on executive compensation, approval of the amended 2016 Omnibus Incentive Plan, and ratification of BDO USA, P.C. as auditor.

• Board unanimously recommends FOR all proposals.

• Shareholders may cumulate votes for directors; broker non-votes and abstentions have no effect on outcomes except for quorum.

• Shareholder proposals for the 2026 meeting must be submitted by December 1, 2025.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; separate non-executive Chair and CEO roles.

• Board committees: Audit, Compensation, Executive, Finance and Investment, Nominating and Governance—all but Executive are fully independent.

• Annual board and committee self-evaluations; regular executive sessions of independent directors.

• Board diversity in skills and experience; director candidates evaluated equally, including those recommended by shareholders.

• Stock ownership guidelines require directors to hold stock valued at three times their annual cash retainer.