CPS Technologies (CPSH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2026, with five key proposals for shareholder vote, including director elections, executive compensation, share authorization increase, and auditor ratification.

• Shareholders of record as of March 11, 2026, are eligible to vote in person, by proxy card, phone, or online.

• Proxy materials, including the annual report and proxy statement, are available online and by request.

Voting matters and shareholder proposals

• Proposals include: election of five directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, amendment to increase authorized common shares from 20M to 25M, and ratification of PKF O'Connor Davies LLP as auditor.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, for 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

• Board consists of five independent directors, all meeting Nasdaq independence standards.

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

• Board held six meetings in 2025; all directors attended at least 75% of meetings.

• Two standing committees: Audit Committee and Compensation and Nominating Committee.

• Board encourages, but does not require, director attendance at annual meetings.