CVD Equipment (CVV) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on August 9, 2024, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of June 17, 2024, are eligible to vote, with 6,825,338 shares outstanding, each entitled to one vote per matter.

• Proxy materials, including the proxy statement and annual report, are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Marcum LLP as the independent auditor for 2024, and a non-binding advisory resolution on executive compensation.

• Proposals require a majority of votes cast to pass, except director elections, which are by plurality.

• Shareholder proposals for the 2025 meeting must be submitted by February 21, 2025.

Board of directors and corporate governance

• The board will be reduced from seven to six members, with five deemed independent under NASDAQ rules.

• Board leadership is separated, with an independent chairman and CEO roles.

• Board committees (Audit, Compensation, Nominating/Governance) are composed entirely of independent directors.

• The board values diversity in nominations and considers a range of backgrounds and experiences.

• All directors attended at least 75% of meetings in 2023.