Sypris Solutions (SYPR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with voting on director elections and executive compensation.

• Shareholders of record as of April 27, 2026, are eligible to vote in person, by mail, phone, or online.

• Proxy materials and the 2025 Annual Report are available online and mailed to shareholders.

Voting matters and shareholder proposals

• Two Class III directors, William G. Ferko and Jeffrey T. Gill, are nominated for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) is included; Board recommends approval.

• Shareholders may submit proposals for the 2027 meeting by January 11, 2027, following SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of three classes with staggered three-year terms; six directors serve across all classes.

• Four directors are independent per Nasdaq standards; all committees are composed solely of independent directors.

• Board committees: Audit and Finance, Compensation, and Nominating and Governance, each with defined charters and annual reviews.

• Lead Independent Director presides over executive sessions; board leadership structure reviewed annually.