TechPrecision (TPCS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 19, 2024, to be held virtually, with voting on key proposals including director elections, incentive plan amendment, auditor ratification, and executive compensation approval.

• A proxy contest is underway, with the Wynnefield Group nominating two alternative directors in opposition to the Board's slate.

• The Board recommends voting for its six nominees and all other proposals using the WHITE proxy card.

Voting matters and shareholder proposals

• Proposals include electing six directors, amending the 2016 Long-Term Incentive Plan to add 250,000 shares, ratifying CBIZ CPAs P.C. as auditor, and an advisory say-on-pay vote.

• Shareholders of record as of November 4, 2024, are eligible to vote; universal proxy card lists both Board and Wynnefield Group nominees.

• Board urges shareholders to disregard Wynnefield Group proxy materials and only vote for Board nominees.

• 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; five incumbents and one new nominee (John A. Moore).

• Majority of directors are independent per Nasdaq standards; Chair and CEO roles are separated.

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

• Board diversity matrix provided; all directors are male, with four White and one Asian member.