UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~earliest event reported): OFJuly ~~THE~~22, 2025

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025

	CPI AEROSTRUCTURES, INC.
	(Exact Name of Registrant as Specified in Charter)

New York

001-11398

11-2520310

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

Registrant’s telephone number, including area code: (631) 586-5200

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~symbol~~Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CVU	NYSE American
Common Stock, $0.001 Par Value Per Share	CVU	NYSE American

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 ~~Directors~~Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Appointment ~~5.02(e)~~of ~~Compensatory~~Certain Officers; Compensatory Arrangements of Certain Officers; Departure of Certain Officers

OnEffective ~~June~~July 2422, 2025, Pamela Levesque, 67, was appointed by the ~~shareholders~~board of directors of CPI Aerostructures, Inc. (the “Company”) ~~approved~~to the ~~Company’s~~positions ~~2025~~of ~~Long-Term~~Interim ~~Incentive~~Chief Financial ~~Plan~~Officer ~~(the~~and ~~“2025~~Secretary. ~~Plan”) at~~Ms. Levesque will also serve as Interim Chief Financial Officer and Secretary of each of the Company’s wholly ~~2025~~owned ~~annual~~subsidiaries, ~~meeting~~Welding ofMetallurgy, ~~shareholders~~Inc. ~~The~~and ~~2025~~Compac ~~Plan~~Development ~~had~~Corporation. ~~previously~~Philip ~~been~~Passarello, ~~approved~~who byresigned ~~the~~as ~~Company’s~~Chief ~~Board~~Financial Officer and Secretary of ~~Directors~~ (the ~~“Board”)~~Company and its subsidiaries on ~~April~~July 2822, 2025, ~~upon~~will assist in the ~~recommendation~~transition of ~~the~~Chief ~~Company’s~~Financial ~~Compensation~~Officer ~~and~~responsibilities to ~~Human~~Ms. ~~Resources Committee,~~Levesque ~~subject~~as toVice ~~shareholder~~President ~~approval~~of Finance.

~~The~~Ms. ~~2025~~Levesque ~~Plan~~has isbeen ~~intended~~a toCompany ~~advance~~director ~~the~~since ~~Company’s~~October ~~interests~~2023. bySince ~~providing~~March ~~equity-based~~2017, ~~incentives~~Ms. toLevesque ~~attract,~~has ~~retain,~~served as Vice President and ~~motivate~~Chief ~~employees,~~Financial ~~officers,~~Officer ~~directors,~~of ~~and~~APL ~~consultants~~Investments LLC. ~~The~~From ~~plan~~June ~~authorizes~~2015 ~~the~~until ~~issuance~~February 2017, Ms. Levesque held the position of upDirector toof ~~800~~Business Operations at Aerojet Rocketdyne,~~000~~ ~~shares~~where she played a key role in the financial integration of the ~~Company’s~~Rocketdyne ~~common~~acquisition. ~~stock~~Prior ~~and~~to ~~allows~~that, ~~for~~Ms. Levesque served as a ~~variety~~financial consultant at Arnold-Hanafin Corp from July 2014 until May 2015. Ms. Levesque also held the position of ~~award~~Group ~~types~~Chief Financial Officer, ~~including~~Structures ~~stock~~& ~~options~~Systems at AAR Corp. from April 2009 until June 2014, ~~stock~~where ~~appreciation~~she oversaw six manufacturing businesses, including two international entities. A significant portion ~~rights~~of her career was spent at Pratt & Whitney from July 1979 until January 2008, ~~restricted~~then ~~stock~~a division of United Technologies, ~~restricted~~where ~~stock~~she ~~units~~initially began as an analytical engineer and ascended through the ranks to become Manager of Financial Operations, ~~performance~~Business ~~shares~~Unit Controller, and Director ~~other~~of ~~stock-based~~Financial ~~awards~~Operations.

~~The~~Ms. ~~2025~~Levesque ~~Plan~~will isbe ~~administered~~paid bya base salary at the ~~Company’s~~rate ~~Compensation~~of ~~and~~$350,000 ~~Human~~per ~~Resources~~annum ~~Committee~~and the Company will issue her, ~~which~~on ~~has~~a ~~broad~~monthly ~~authority~~basis toin ~~determine~~arrears, ~~the~~a ~~terms~~number of ~~individual~~fully ~~awards,~~vested ~~including~~shares ~~eligibility,~~of ~~size,~~its ~~vesting~~common ~~conditions,~~stock ~~performance~~having an aggregate ~~criteria~~value of $17,500 ~~and~~(or ~~other~~a ~~terms~~prorated amount for any partial month). ~~Awards~~The ~~may~~number ~~generally~~of ~~not~~shares issued for each month will be ~~transferred~~determined ~~and~~based ~~are~~on the ~~subject~~closing price of the Company’s common stock on the last trading day of that month. The shares will be issued pursuant to ~~forfeiture~~the Company’s ~~under~~2016 ~~certain~~Long ~~conditions~~Term Incentive Plan.

~~Key~~Ms. ~~features~~Levesque will continue to serve as a Company director. As an executive director, she is no longer eligible to receive compensation provided to non-employee directors. Her service on the Company’s audit and finance committee and nominating and corporate governance committee ended upon her appointment, as membership on those committees is limited to independent directors. Her continued service on the board of directors is subject to the ~~2025~~Company’s ~~Plan~~policies ~~include:~~with respect to executive directors.

· A minimum one-year vesting requirement for most awards, subject to an exception for up to 5% of the shares reserved under the plan.

Exhibit	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~· A prohibition on repricing or replacing underwater stock options or stock appreciation rights without shareholder approval.~~SIGNATURE

·Pursuant Ato ~~limit~~the onrequirements ~~equity~~of ~~awards~~the Securities Exchange Act of no1934, ~~more~~the ~~than~~registrant ~~125,000~~has ~~shares~~duly ~~per~~caused ~~calendar~~this ~~year~~report to ~~any~~be ~~individual~~signed ~~participant~~on its behalf by the undersigned hereunto duly authorized.

· An annual cap on total compensation to any non-employee director of $225,000, including a sub-limit of 50,000 shares for equity awards.

Dated: July 28, 2025	CPI AEROSTRUCTURES, INC.

	By:	/s/ DORITH HAKIM
		DORITH HAKIM
		Chief Executive Officer

· All awards are subject to the Company’s clawback policy, as well as any clawback requirements adopted pursuant to SEC Rule 10D-1 or applicable stock exchange rules.

· No incentive stock options may be granted under the plan after March 26, 2035.

· The Board may amend or terminate the plan at any time, subject to shareholder approval where required by law or regulation.

The foregoing summary is qualified in its entirety by reference to the full text of the 2025 Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Company held its annual meeting of shareholders on June 24, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four proposals: (i) election of three Class III directors; (ii) approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; (iii) adoption of the Company’s 2025 Long-Term Incentive Plan and (iv) ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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 III directors expired at the Annual Meeting. The Company’s board of directors nominated Carey Bond, Michael Faber and Dorith Hakim for election as Class III directors.

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

Proposal No. 1 – Election of Class III directors.

The election of each director nominee was approved as follows:

Name	For	Authority Withheld	Broker Non-Vote
Carey Bond	5,980,976	1,585,478	3,066,131
Michael Faber	5,986,396	1,580,058	3,066,131
Dorith Hakim	7,462,351	104,103	3,066,131

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

The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, as follows:

For	Against	Abstain	Broker Non-Vote
5,822,280	1,713,833	30,341	3,066,131

Proposal No. 3 –Adoption of Company’s 2025 Long-Term Incentive Plan.

The adoption of the Company’s 2025 Long-Term Incentive Plan was approved, as follows:

For	Against	Abstain	Broker Non-Vote
5,417,843	2,143,803	4,808	3,066,131

Proposal No. 4 –Ratification of the appointment of Company’s independent registered public accounting firm.

The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved, as follows:

For	Against	Abstain	Broker Non-Vote
10,610,180	13,986	8,419	—

Item 9.01	Financial Statements and Exhibits.
Exhibit	Description
10.1	CPI Aerostructures, Inc. 2025 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 25, 2025	CPI AEROSTRUCTURES, INC.
	By:	/s/ Philip Passarello
		Philip Passarello
		Chief Financial Officer

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