---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-078770"
form_type: "8-K"
ticker: "TPCS"
cik: "0001328792"
company_name: "TECHPRECISION CORP"
filed_at: "2025-08-14T23:59:59+00:00"
generated_at: "2026-05-17T12:56:37.527530+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# TechPrecision amends bylaws and equity plan on governance changes

## Summary
- Bylaws amended to require majority vote in uncontested director elections; plurality retained for contested.
- Director nominees failing to receive majority in uncontested elections must submit resignation to Board.
- Stockholders with 20%+ voting power can request the Board to call a special meeting.
- Equity plan amended to eliminate option repricing without stockholder approval; Section 11 deleted.

## SEC filing metadata
- accession: 0001104659-25-078770
- form_type: 8-K
- ticker: TPCS
- cik: 0001328792
- company_name: TECHPRECISION CORP
- filed_at: 2025-08-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1328792/000110465925078770/0001104659-25-078770-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1328792/000110465925078770/tm2523555d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-078770
- JSON: https://secwatch.observer/filing/0001104659-25-078770.json
- Plain text: https://secwatch.observer/filing/0001104659-25-078770.txt

## Key facts
- Governance Changes
  TECHPRECISION CORP: Amended the 2016 Equity Incentive Plan to eliminate the ability to reprice stock options without stockholder approval (effective 2025-08-08).
  - Effective: 2025-08-08
  source text: On August 8, 2025, the Board of Directors (the “ Board ”) of TechPrecision Corporation (the “ Company ”) approved an amendment (the “ Amendment ”) to the Company’s 2016 Equity Incentive Plan, as amended (the “ Plan ”). The Amendment, which became effective upon its signature by an executive officer, amends the Plan to eliminate the Company’s ability to reprice stock options without obtaining stockholder approval.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1328792/000110465925078770/0001104659-25-078770-index.htm
- Governance Changes
  TECHPRECISION CORP: Amended and restated bylaws to implement a majority vote standard in uncontested director elections, require director resignation if majority not received, and grant 20% stockholders ability to call special meetings (effective 2025-08-08).
  - Change: bylaw amendment
  - Effective: 2025-08-08
  source text: On August 8, 2025, the Board of the Company approved and adopted the amendment and restatement of the Company’s Amended and Restated By-laws (as further amended and restated, the “ Bylaws ”), effective on such date. Among other things, the amendments contained in the Bylaws: · Implement a majority vote standard in uncontested elections of directors, while retaining a plurality vote standard in contested elections in which the number of director candidates exceeds the number of directors to be elected; · Require director nominees who do not receive the majority of votes cast in an uncontested election to submit their resignation to the Board, which the Board will decided whether to accept or reject; and · Grant stockholders owning 20% or more of the voting power of the outstanding shares of common stock of the Company entitled to vote the ability, subject to certain requirements set forth in the Bylaws, to request that the Board call a special meeting of stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1328792/000110465925078770/0001104659-25-078770-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.