Sypris Solutions (SYPR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect two Class II directors, approve the 2025 Sypris Omnibus Plan, and hold advisory votes on executive compensation and its frequency.

• Shareholders of record as of April 3, 2025, are eligible to vote, with multiple voting methods available.

• Proxy materials, including the 2024 Annual Report, are available online and by mail.

Voting matters and shareholder proposals

• Proposals include election of two Class II directors, approval of the 2025 Sypris Omnibus Plan, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all nominees, for the Omnibus Plan, for executive compensation, and for annual say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of three classes of directors serving staggered three-year terms.

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

• Board leadership includes a combined Chairman/CEO and a Lead Independent Director.

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

• Board and committees met regularly in 2024, with high attendance rates.