Item 5.07. Submission of Matters to a Vote of Security Holders.

CPI Aerostructures, Inc. (the "Company") held its annual meeting of shareholders on December 29, 2021 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders considered three proposals: (i) the election of one Class I director and two Class II directors; (ii) the approval, on an advisory basis, of the compensation of the Company's named executive officers; and (iii) the ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

The Company's board of directors is divided into three classes, with one class of directors being elected each year and each class serving a three-year term. The term of office of the Company's Class II directors, consisting of Walter Paulick and Eric Rosenfeld, expired at the Annual Meeting. The board of directors nominated Messrs. Paulick and Rosenfeld for re-election as Class II directors.

One of our former Class I directors did not stand for re-election at the Annual Meeting held in 2020 and, following such meeting, our board of directors had one vacancy. On November 4, 2020, the board of directors appointed Richard Caswell to fill the vacancy and serve as chairman of the audit and finance committee of our board of directors. Pursuant to New York law and the Company's bylaws, any directors appointed by the board to fill a vacancy serve only until the next annual meeting. Accordingly, our board of directors nominated Mr. Caswell for election to serve as a Class I director until the term of our Class I directors ends at the 2023 annual meeting.


The results of the matters voted upon at the Annual Meeting are set forth below:

Proposal No. 1 - Election of directors.

The election of each director nominee was approved, as follows:





Name                           For      Authority Withheld   Broker Non-Votes
Richard Caswell - Class I   6,015,075        507,239            2,561,362
Walter Paulick - Class II   5,083,325       1,438,989           2,561,362
Eric Rosenfeld - Class II   5,172,247       1,350,067           2,561,362

Proposal No. 2 - Approval, on an advisory basis, of the compensation of Named Executive Officers.

The compensation of the Company's Chief Executive Officer and Chief Financial Officer, the Company's Named Executive Officers, was approved, on an advisory basis, as follows:





   For       Against    Abstain   Broker Non-Votes
5,231,170   1,270,841   20,303       2,561,362

Proposal No. 3 - Ratification of the appointment of RSM US LLP.

The ratification of the appointment of RSM US LLP was approved, as follows:





     For         Against       Abstain
  8,860,043       90,806       132,827







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