CPS Technologies (CPSH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2026, with voting on five key proposals, including director elections, executive compensation, share authorization, and auditor ratification.

• Only stockholders of record as of March 11, 2026, are entitled to vote, with 18,006,780 shares outstanding.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include electing five directors, advisory votes on executive compensation and its frequency, increasing authorized common stock from 20M to 25M shares, and ratifying PKF O'Connor Davies LLP as auditor.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for the share increase, and for auditor ratification.

• Shareholder proposals for the 2027 meeting must be received by November 20, 2026.

Board of directors and corporate governance

• The board consists of five independent directors, each meeting Nasdaq independence standards.

• Directors and nominees bring diverse experience in management, finance, academia, and industry.

• The board held six meetings in 2025, with all directors attending at least 75% of meetings.

• Two standing committees: Audit and Compensation/Nominating, both with independent members.

• Policies encourage diversity, ethics, and open stockholder communication.