8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 15, 2019

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398	11-2520310
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

91 Heartland Boulevard, Edgewood, New York	11717
(Address of Principal Executive Offices)	(Zip Code)

(631) 586-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective April 15, 2019, the board of directors (“Board”) of CPI Aerostructures, Inc. (the “Company”) increased the number of directors on the Board from seven to eight and appointed Ms. Janet K. Cooper to fill the resulting vacancy. Ms. Cooper is deemed to be an independent director under the listing rules of the NYSE American, LLC.

Harvey J. Bazaar, a Class I director and chairman of the audit committee of the Board, notified the Board that he will retire from the board effective as of the Company’s 2019 annual meeting of stockholders. Ms. Cooper will be nominated for election to the Board as a Class I director to replace Mr. Bazaar. Additionally, effective as of the 2019 annual meeting of stockholders, the number of members of the Board will return to seven.

As a non-employee director of the Company, Ms. Cooper will receive an annual fee of $72,222, representing pro-rated annual fees for her service on the Board. Forty percent of Ms. Cooper’s annual compensation will be payable in cash and sixty percent will be payable in common equity of the Company through restricted stock units, which vest in thirds. In addition, the Company will enter into an indemnification agreement with Ms. Cooper, pursuant to which the Company will indemnify and advance expenses to Ms. Cooper to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is qualified by reference to the full text of the Company’s form of director indemnification agreement, which is attached as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The Company issued a press release announcing Ms. Cooper’s appointment, which is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1  Press release, dated April 16, 2019.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 16, 2019	CPI AEROSTRUCTURES, INC.
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo
		Chief Financial Officer

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EX-99.1

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES APPOINTS JANET K. COOPER TO BOARD OF DIRECTORS

EDGEWOOD, NY – April 16, 2019 – CPI Aerostructures, Inc. (“CPI Aero®,” the “Company”) (NYSE American: CVU) today announced that Janet K. Cooper has been appointed to its Board of Directors. Ms. Cooper’s appointment is effective immediately and expands the Company’s board to eight directors. Concurrently, the Company also announced that Harvey Bazaar, a Director and the Chair of the Audit Committee since 2006, intends to retire from the board after the next annual meeting at which time the number of directors will return to seven.

Ms. Cooper brings decades of experience in finance and accounting within complex technology and manufacturing organizations, both as a senior executive and as a board member. She has considerable expertise in all aspects of finance, including capital markets, audit, tax, accounting, treasury, and risk management. Ms. Cooper currently serves as a Director and Chair of the Audit Committee of The Toro Company, a manufacturer of equipment for turf maintenance, snow and ice management and specialty construction equipment, and as a Director and member of the Audit Committee of Lennox International, Inc., a global leader in the heating, air conditioning, and refrigeration markets. She is also a member of the Board of Trustees and Chair of the Investment Management Committee for Rose-Hulman Institute of Technology, one of the country’s leading engineering colleges. Ms. Cooper was previously Senior Vice President and Treasurer at Qwest Communications International, Inc. She obtained a Bachelor’s Degree and a Master’s Degree from the University of Illinois and received an MBA, focusing on Finance and International Business, from the University of Chicago Booth School of Business.

"Janet is an exceptionally qualified financial expert, and we welcome her contributions, sound guidance and deep knowledge to our executive leadership. As a retired senior financial executive at a Fortune® 500 telecom company and a current board member for multi-billion-dollar industrial companies, her experience will be an invaluable asset as we execute on our long-term growth strategy," said Terry Stinson, Chairman of CPI Aero.

Mr. Stinson added, “Harvey has been a valuable member of the Board, and on behalf of the Board, I want to give my thanks and appreciation for the role he has played in the company’s growth and success.”

About CPI Aero

CPI Aero is a U.S. manufacturer of structural assemblies, for fixed wing aircraft, helicopters and airborne Intelligence Surveillance and Reconnaissance pod systems in both the commercial aerospace and national security markets. Within the global aerostructure supply chain, CPI Aero is either a Tier 1 supplier to aircraft OEMs or a Tier 2 subcontractor to major Tier 1 manufacturers. CPI also is a prime contractor to the U.S. Department of Defense, primarily the Air Force. In conjunction with its assembly operations, CPI Aero provides engineering, program management, supply chain management, and MRO services. CPI Aero is included in the Russell Microcap® Index.

The above statements include forward looking statements that involve risks and uncertainties, which are described from time to time in CPI Aero's SEC reports, including CPI Aero's Form 10-K for the year ended December 31, 2018, Form 10-Q for the three-month periods ended March 31, 2018 and June 30, 2018, and Form 10-Q/A for the three-month period ended September 30, 2018.

CPI Aero® is a registered trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on Twitter @CPIAERO.

Contact:

Vincent Palazzolo	Investor Relations Counsel:
Chief Financial Officer	LHA Investor Relations
CPI Aero	Jody Burfening/Sanjay M. Hurry
(631) 586-5200	(212) 838-3777
www.cpiaero.com	cpiaero@lhai.com
	www.lhai.com