TechPrecision (TPCS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 19, 2024, to be held virtually, with voting on key proposals and director elections.

• Board recommends voting for its six nominees and all other proposals on the WHITE proxy card, opposing the Wynnefield Group's alternate nominees.

• Proposals include director elections, amendment to the 2016 Long-Term Incentive Plan, ratification of Marcum LLP as auditor, and a say-on-pay advisory vote.

• Universal proxy card includes both Board and Wynnefield Group nominees due to new SEC requirements.

Voting matters and shareholder proposals

• Six directors to be elected for one-year terms; Board nominees are all incumbents except one new appointee.

• Proposal to increase shares available under the 2016 Long-Term Incentive Plan from 1,250,000 to 1,500,000.

• Ratification of Marcum LLP as independent auditor for fiscal year ending March 31, 2025.

• Advisory vote on executive compensation (say-on-pay) to be held.

• Shareholder proposals for the 2025 meeting must be submitted between September 20 and October 20, 2025.

Board of directors and corporate governance

• Board expanded from five to six members; majority are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Chair and CEO roles are separated to enhance governance.

• Board diversity matrix: five male directors, four White and one Asian.

• Non-employee directors receive cash retainers and annual equity grants.