---
schema_version: "secwatch.filing_event.v1"
accession: "0001387131-23-007629"
form_type: "8-K"
ticker: "CVU"
cik: "0000889348"
company_name: "CPI AEROSTRUCTURES INC"
filed_at: "2023-06-16T23:59:59+00:00"
generated_at: "2026-06-13T23:27:53.458269+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# CPI Aerostructures appoints new director, shareholders approve incentive plan amendment

## Summary
- Richard C. Rosenjack Jr. appointed to fill Class II director vacancy, effective June 14, 2023.
- Rosenjack receives pro-rated annual compensation of $50,000 (40% cash, 60% RSUs).
- Shareholders re-elected Richard Caswell (5,895,880 for) and Terry Stinson (6,084,020 for) as Class I directors.
- Shareholders approved 2016 Plan amendment: shares increased from 1.4M to 2.2M; individual limit raised from 50k to 125k.
- Advisory vote on executive compensation passed (5.1M for); ratification of RSM US LLP as auditor also approved.

## SEC filing metadata
- accession: 0001387131-23-007629
- form_type: 8-K
- ticker: CVU
- cik: 0000889348
- company_name: CPI AEROSTRUCTURES INC
- filed_at: 2023-06-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/cvu-8k_061423.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001387131-23-007629
- JSON: https://secwatch.observer/filing/0001387131-23-007629.json
- Plain text: https://secwatch.observer/filing/0001387131-23-007629.txt

## Key facts
- Executive change
  Richard C. Rosenjack, Jr. was appointed as Director at CPI AEROSTRUCTURES INC.
  - Action: appointed
  - Role: Director
  source text: On and effective June 14, 2023, the board of directors (the “Board”) of CPI Aerostructures, Inc. (the “Company”) appointed Richard C. Rosenjack, Jr. to fill a Class II director vacancy on the Board and to serve on the Nominating and Corporate Governance Committee of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm
- Shareholder Votes
  CPI AEROSTRUCTURES INC shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers at the 2023-06-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Proposal No. 3 – Approval, on an advisory basis, of the compensation of Named Executive Officers. The compensation of the Company's Named Executive Officers was approved, on an advisory basis, as follows: For Against Abstain Broker Non-Vote 5,124,414 868,129 715,757 3,330,241
  evidence_url: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm
- Shareholder Votes
  CPI AEROSTRUCTURES INC shareholders approved Approval of amendments to the Company's 2016 Long-Term Incentive Plan (the "2016 Plan") to (i) increase the total number of shares of common stock available for issuance under the 2016 Plan by 800,000 shares, from 1,400,000 shares to 2,200,000 shares and (ii) increase the aggregate number of shares at the 2023-06-14 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Proposal No. 2 – Approval of amendments to the 2016 Plan to (i) increase the total number of shares of common stock available for issuance under the 2016 Plan by 800,000 shares, from 1,400,000 shares to 2,200,000 shares and (ii) increase the aggregate number of shares of common stock grantable to a 2016 Plan participant in a calendar year under certain awards from 50,000 shares to 125,000 shares. Amendment of the 2016 Plan was approved, as follows: For Against Abstain Broker Non-Vote 5,846,248 842,402 19,650 3,330,241
  evidence_url: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm
- Shareholder Votes
  CPI AEROSTRUCTURES INC shareholders approved Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Proposal No. 4 – Ratification of the appointment of RSM US LLP. Ratification of the appointment of RSM US LLP was approved, as follows: For Against Abstain 9,936,784 96,293 5,464
  evidence_url: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm
- Shareholder Votes
  CPI AEROSTRUCTURES INC shareholders approved Election of Class I directors at the 2023-06-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: Proposal No. 1 – Election of Class I directors. The election of each director nominee was approved as follows: Name For Authority Withheld Broker Non-Vote Richard Caswell 5,895,880 812,420 3,330,241 Terry Stinson 6,084,020 624,280 3,330,241
  evidence_url: https://www.sec.gov/Archives/edgar/data/889348/000138713123007629/0001387131-23-007629-index.htm

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