Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 2, 2026, the Board of Directors (the
“Board”) of TechPrecision Corporation (the “Company”) adopted an amendment and restatement of the
TechPrecision Corporation 2016 Equity Incentive Plan (as amended and restated, the “Amended and Restated Plan”), subject
to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual
Meeting, held on September 29, 2026, the Company’s stockholders approved the Amended and Restated Plan to, among other changes,
increase the number of shares of the Company’s Common Stock authorized for issuance under the Amended and Restated Plan by 750,000
shares and extend the expiration of the Amended and Restated Plan to September 29, 2036. A description of the Amended and Restated Plan
was set forth in the section titled “Amended and Restated Plan Summary” of the Company’s Proxy Statement dated September
2, 2026 (the “Proxy Statement”) which was filed with the Securities and Exchange Commission and distributed to stockholders.
The descriptions of the Amended and Restated Plan contained herein and in the Proxy Statement are qualified in their entirety by reference
to the Amended and Restated Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 29, 2026, the Company held the Annual
Meeting. A total of 10,133,261 shares of the Company’s common stock were entitled to vote as of August 27, 2026, the record
date for the Annual Meeting, of which 6,783,109 were present in person or by proxy at the Annual Meeting. The final results for
each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal
No. 1: All of the nominees for director listed below were elected to serve for a one-year term expiring on the
date of the Company’s 2027 Annual Meeting of Stockholders (and until their successors are duly elected and qualified) by the votes
set forth in the table below:
Nominee For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────
Andrew A. Levy 2,298,408 1,381,397 263,455 2,839,849
General Victor E. Renuart Jr. (Ret.) 3,903,999 39,221 40 2,839,849
Walter M. Schenker 2,123,132 1,688,648 131,480 2,839,849
Alexander Shen 2,691,374 422,149 829,737 2,839,849
Robert D. Straus 3,584,548 20,694 338,018 2,839,849
Proposal
No. 2: The selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal
year ending on March 31, 2027 was ratified by the Company’s stockholders by the votes set forth in the table below:
For Against Abstain
─────────────────────────────────────────────────────────────────────────
6,505,347 192,188 85,574
Proposal
No. 3: The compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement
dated September 2, 2026 was approved by the Company’s stockholders on an advisory, non-binding basis by the votes set forth in the
table below:
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────────────────
3,502,890 311,496 128,874 2,839,849
Proposal
No. 4: The Amended and Restated Plan was approved by the Company’s stockholders by the votes set forth in the table below:
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────────────────
3,388,818 401,137 153,305 2,839,849