5 nominees · 3 ballot items.
Shareholders will vote on the election of five directors, ratification of CBIZ CPAs P.C. as independent auditor for 2026, and advisory approval of named executive officer compensation.
Elect Lawrence J. Waldman, Andrew Africk, Robert M. Brill, Ashraf Lotfi, and Debra Wasser to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement’s executive compensation discussion and related tables, notes, and narrative.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to CVD Equipment Corporation’s named executive officers as described in the proxy statement. The resolution encompasses the executive compensation discussion, Summary Compensation Table, related tables, notes, and narrative rather than approving a specific individual pay element. Management is seeking the vote under Section 14A of the Exchange Act and the Dodd-Frank Act’s say-on-pay framework. The stated purpose is to give shareholders an opportunity to express their views on executive compensation. The named executive officers covered are Emmanuel Lakios, Richard Catalano, and Kevin Collins, although Lakios ceased serving as CEO and a director on September 3, 2026, and Collins left after the sale of the SDC business division on April 1, 2026. Fiscal 2025 compensation included salary, a $30,000 bonus for Collins, and other compensation, with no stock or option awards granted to the named executive officers in 2025. The filing states that the compensation program is intended to attract, reward, and retain key employees critical to the Company’s long-term success. Because the vote is advisory, it will not bind the Company or require a particular compensation action. The Board recommends voting FOR and states that the Compensation Committee and Board will consider shareholder concerns and evaluate possible responses if the proposal receives significant opposition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.87% | 199,635 | $1M |
| 2 | LPL Financial LLC | 2.08% | 144,441 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.95% | 135,748 | $1M |
| 4 | JANE STREET GROUP, LLC | 1.20% | 83,280 | $619K |
| 5 | Quinn Opportunity Partners LLC | 1.19% | 82,544 | $613K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.03% | 71,808 | $534K |
| 7 | CITADEL ADVISORS LLC | 0.80% | 55,939 | $416K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.80% | 55,617 | $413K |
| 9 | JANE STREET GROUP, LLC | 0.73% | 50,597 | $376K |
| 10 | MYDA Advisors LLC | 0.69% | 48,187 | $358K |
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