Ampco-Pittsburgh (AP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, to elect two directors, hold a say-on-pay vote, and ratify the appointment of BDO USA, P.C. as auditor for 2026.

• Board recommends voting FOR all proposals and both director nominees.

• Only shareholders of record as of March 12, 2026, are entitled to vote; 20,326,389 shares outstanding.

• Forward-looking statements caution about risks including liquidity, economic downturns, restructuring, and regulatory changes.

Voting matters and shareholder proposals

• Proposals: (1) Election of two directors for terms expiring 2029, (2) Advisory vote on executive compensation, (3) Ratification of BDO USA, P.C. as auditor.

• Board unanimously recommends FOR all proposals.

• Shareholders may cumulate votes for directors.

• Shareholder proposals for the 2027 meeting must be submitted by November 27, 2026.

Board of directors and corporate governance

• Board will reduce to seven members post-meeting, six of whom are independent.

• Separate non-executive Board Chair and CEO roles; annual board and committee self-evaluations.

• Standing committees: Audit, Compensation, Nominating and Governance, Executive.

• Directors encouraged to attend annual meetings; 95%+ attendance in 2025.

• Stock ownership guidelines require directors to hold stock valued at three times annual cash retainer.