. . . . . . . . . . . . . . Residence Inn by Marriott
Rock Bridge Room
401 Bullitt Lane, Louisville, Kentucky 40222
ITEMS OF BUSINESS . . . . . . . . . . . . . . (1) To elect the two Class III members of the Board of Directors named in this Proxy Statement.
An advisory approval of the Company's named executive officer compensation.
To transact such other business as may properly come before the meeting and any postponement or adjournment thereof.
RECORD DATE . . . . . . . . . . . . . . . . . . . Holders of record of Sypris Solutions, Inc. common stock at the close of business on March 20, 2023, are entitled to vote at the meeting.
PROXY VOTING . . . . . . . . . . . . . . . . . . It is important that your shares be represented and voted at the meeting. If you are a holder of record, you can vote your shares in one of four ways:
Visit the website noted on your proxy card to vote via the Internet;
Use the toll-free telephone number on your proxy card to vote by telephone;
Sign, date and return your proxy card in the enclosed envelope to vote by mail; or
Attend the meeting in person.
If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instructions card with these proxy materials from that organization rather than from us. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy.
A Proxy Statement describing matters to be considered at the Annual
Meeting is attached to this notice.
Jeffrey T. Gill
Chairman of the Board, President and Chief
Executive Officer
March 31, 2023
Important Notice Regarding the Availability of Proxy Materials
The notice of annual meeting of stockholders to be held on May 11, 2023, this Proxy Statement, form of proxy card and the Sypris Solutions 2022 Annual Report on Form 10-K are available at www.sypris.com/proxy- materials.
TABLE OF CONTENTS
Page
PROXY STATEMENT
1
GOVERNANCE OF THE COMPANY
4
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
9
AUDIT AND FINANCE COMMITTEE REPORT
11
PROPOSAL ONE, ELECTION OF DIRECTORS
12
CLASS III DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2026
13
CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2024
14
CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2025
15
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
17
EXECUTIVE OFFICERS
19
SUMMARY COMPENSATION TABLE
20
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2022
24
PAY VERSUS PERFORMANCE
24
2022 DIRECTOR COMPENSATION
27
PROPOSAL TWO, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
29
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
30
OTHER MATTERS
30
SUBMISSION OF STOCKHOLDERS PROPOSALS
30
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Sypris Solutions Inc. published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 12:04:04 UTC.
Sypris Solutions, Inc. is a diversified manufacturing and engineering services company serving the defense, transportation, communications, and energy industries. The Company is a provider of truck components, oil and gas pipeline components and aerospace and defense electronics. Its segments include Sypris Technologies, Inc. (Sypris Technologies) and Sypris Electronics, LLC (Sypris Electronics). Sypris Technologies is a supplier of forged and machined components, serving the commercial vehicle, off highway vehicle, recreational vehicle, automotive, industrial and energy markets in North America. Sypris Technologies manufactures energy-related products, such as pressurized closures, insulated joints, and other specialty products, primarily for oil and gas pipelines. Sypris Electronics segment is engaged in circuit card and full box build manufacturing and design for manufacturability and design to specification, for customers in the aerospace and defense electronics markets.
SYPRIS SOLUTIONS, INC. 