Sypris : Notice of 2024 Annual Meeting and Proxy Statement

Notice of 2024 Annual Meeting

and

Proxy Statement

	SYPRIS SOLUTIONS, INC.
	101 Bullitt Lane, Suite 450
	Louisville, Kentucky 40222
	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME	. . . . . . . . . . . . . . 11:00 a.m. Eastern Time
	Wednesday, June 05, 2024
PLACE	. . . . . . . . . . . . . . Residence Inn by Marriott
	Rock Bridge Room
	401 Bullitt Lane, Louisville, Kentucky 40222

ITEMS OF BUSINESS . . . . . . . . . . . . . . (1) To elect the two Class I members of the Board of Directors named in this Proxy Statement.

1. An advisory approval of the Company's named executive officer compensation.
2. To transact such other business as may properly come before the meeting and any postponement or adjournment thereof.

RECORD DATE . . . . . . . . . . . . . . . . . . . Holders of record of Sypris Solutions, Inc. common stock at the close of business on April 15, 2024, are entitled to vote at the meeting.

PROXY VOTING . . . . . . . . . . . . . . . . . . It is important that your shares be represented and voted at the meeting. If you are a holder of record, you can vote your shares in one of four ways:

1. Visit the website noted on your proxy card to vote via the Internet;
2. Use the toll-free telephone number on your proxy card to vote by telephone;
3. Sign, date and return your proxy card in the enclosed envelope to vote by mail; or
4. Attend the meeting in person.

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instructions card with these proxy materials from that organization rather than from us. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy.

A Proxy Statement describing matters to be considered at the Annual

Meeting is attached to this notice.

Jeffrey T. Gill

Chairman of the Board, President and Chief

Executive Officer

April 26, 2024

Important Notice Regarding the Availability of Proxy Materials

The notice of annual meeting of stockholders to be held on June 5, 2024, this Proxy Statement, form of proxy card and the Sypris Solutions 2023 Annual Report on Form 10-K are available at www.sypris.com/proxy-materials.

TABLE OF CONTENTS
	Page
PROXY STATEMENT	1
GOVERNANCE OF THE COMPANY	4
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS	9
AUDIT AND FINANCE COMMITTEE REPORT	11
PROPOSAL ONE, ELECTION OF DIRECTORS	12
CLASS I DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2027	13
CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2025	14
CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2026	15
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16
EXECUTIVE OFFICERS	18
SUMMARY COMPENSATION TABLE	19
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023	22
PAY VERSUS PERFORMANCE	22
2023 DIRECTOR COMPENSATION	25
PROPOSAL TWO, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION	26
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K	27
OTHER MATTERS	27
SUBMISSION OF STOCKHOLDERS PROPOSALS	27

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Sypris Solutions, Inc.

101 Bullitt Lane, Suite 450

Louisville, Kentucky 40222

PROXY STATEMENT

We are providing this Proxy Statement to you in connection with the solicitation by the Board of Directors of Sypris Solutions, Inc. (the "Board") of proxies to be voted at our 2024 annual meeting of stockholders and at any postponement or adjournment thereof. In this Proxy Statement, we refer to Sypris Solutions, Inc. as "Sypris," "Sypris Solutions," "we," "our" or "the Company." We refer to our 2024 annual meeting of stockholders as the "Annual Meeting."

You are cordially invited to attend the Annual Meeting on June 5, 2024, beginning at 11:00 a.m. Eastern Time. The Annual Meeting will be held at the Residence Inn by Marriott, 401 Bullitt Lane, Rock Bridge Room, Louisville, Kentucky 40222.

We are first mailing or giving this Proxy Statement on or about April 26, 2024, to holders of our common stock ("Common Stock") at the close of business on April 15, 2024, which is the "Record Date" for the Annual Meeting.

Proxies, Quorum and Voting Procedures

Proxies

Stockholders of Record: Shares Registered in Your Name

Your vote is important. If you are a stockholder of record, you may (a) vote in person at the meeting,

1. vote by proxy using the enclosed proxy card, (c) vote by proxy over the telephone, or (d) vote by proxy on the Internet, in each case as described below. You may still attend the annual meeting and vote in person even if you have already voted by proxy. In order to vote over the Internet or by telephone, please call the number or go to the website identified on the enclosed proxy card and follow the instructions. The internet and telephone voting facilities will close at 12:01 a.m. Eastern Time on June 5, 2024.

You can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later dated proxy (including an Internet or telephone vote before the deadline) or by voting by ballot at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a voting instructions card with these proxy materials from that organization rather than from us. Simply complete and mail the voting instructions card to your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. To vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy.

Quorum

The Amended and Restated Bylaws of the Company provide that the holders of a majority of the issued and outstanding shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting are necessary to constitute a quorum. Abstentions are counted as present and entitled to vote for purposes of

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determining whether a quorum exists, but shares held by a broker, bank or other nominee and not voted on any

matter will not be counted for such purpose. Therefore, if you hold shares through a broker, bank or other nominee it is important that you contact your broker, bank or other nominee with your voting

instructions. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

Required Vote

All shares entitled to vote and represented by proxies received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions provided. If you hold shares through an account with a broker, bank or other nominee, and you fail to provide voting instructions to your broker, bank or other nominee either using your voting instruction card or by telephone or over the Internet in accordance with the instructions provided, then your shares will not be voted with respect to any of the proposals being considered at the Annual Meeting. Therefore, if you hold shares through a broker, bank or other nominee it is important that you provide your broker, bank or other nominee with your voting instructions.

Election of Directors

Under Delaware law and our Amended and Restated Bylaws, the two nominees who receive the greatest number of votes cast by stockholders, entitled to vote at the meeting, for the election of Class I directors will be elected at the conclusion of the tabulation of votes. A "withhold" vote with respect to the election of one or more directors will not affect the outcome of the election of directors.

Advisory Vote on Executive Compensation

The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required for the advisory approval of the Company's named executive officer compensation. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will not be counted and will have the same effect as a vote against the proposal. This proposal is advisory in nature, which means that it is not binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

If you submit a proxy card but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted as the Board recommends. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time and/or place in order to solicit additional proxies in favor of the recommendations of the Board of Directors, the persons named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgement to the same extent as the person delivering the proxy. As of the date of this Proxy Statement, we did not anticipate that any other matters would be raised at the Annual Meeting.

Stockholders Entitled to Vote

Holders of Common Stock at the close of business on April 15, 2024, the Record Date, are entitled to receive notice of and to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter properly brought before the meeting. Stockholders do not have the right to cumulate their votes in the election of directors.

At the close of business on the Record Date, there were 22,773,708 shares of Common Stock outstanding. A list of stockholders entitled to vote at the Annual Meeting will be available for a period of ten days ending on the day before the date of the Annual Meeting at the Company's offices at 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222, between 8:30 a.m. and 5:30 p.m. local time.

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Gill Family

As of the Record Date, the Gill family beneficially owned an aggregate of 9,100,490 shares or approximately 39.4% of the Company's outstanding Common Stock. For additional information on ownership of Common Stock by the Gill family, see the heading Stock Ownership of Certain Beneficial Owners and Management.

Multiple Stockholders Sharing the Same Address

Multiple stockholders who share a single address will receive only one Annual Report on Form 10-K and Proxy Statement at that address. This practice, known as "householding," reduces printing and postage costs. However, if you wish to receive a separate copy of the Annual Report on Form 10-K or Proxy Statement in the future, you may contact your broker, bank or other nominee directly or contact Sypris at 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222 or at 502-329-2000. If you are receiving multiple copies of our Annual Report on Form 10-K and Proxy Statement, you can request householding by contacting your bank, broker or other nominee directly or by contacting Sypris in the same manner described above.

Cost of Proxy Solicitation

Sypris will pay the cost of soliciting proxies. Sypris may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies may be solicited on behalf of the Company by directors, officers or employees of the Company, without additional compensation, in person or by telephone, facsimile or other electronic means.

Notice Regarding Availability of Proxy Materials

In accordance with the rules of the Securities and Exchange Commission ("SEC"), we are advising our stockholders of the availability on the Internet of our proxy materials related to the Annual Meeting described above. These rules allow companies to provide access to proxy materials in one of two ways - by either providing stockholders notice of the availability of the materials via the Internet or by delivering a full set of the materials to stockholders. Because we have elected to utilize the "full set delivery" option, we are delivering to all stockholders paper copies of all the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The notice of the Annual Meeting of Stockholders, Proxy Statement, form of proxy card and 2023 Annual Report on Form 10-K are available at www.sypris.com/proxy-materials.

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GOVERNANCE OF THE COMPANY

Board of Directors

Our Board of Directors has adopted the Sypris Solutions, Inc. Guidelines on Corporate Governance (the "Guidelines"). The Guidelines provide a framework for the Company's corporate governance initiatives and cover topics including, but not limited to, Board and committee composition and operations, director compensation, related person transactions and risk management. The Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines on an annual basis and reporting any recommended changes to the Board. A copy of the Guidelines is available on the Company's website at www.sypris.com.

During 2023, the Board held five regular meetings and one special meeting, the Audit and Finance Committee held four regular meetings and two special meetings, the Compensation Committee held four regular meetings and two special meetings, and the Nominating and Governance Committee held three meetings. All directors attended 100% of the Board meetings and more than 80% of the meetings of the committees of which they are members. Although the Company does not have a policy regarding attendance by directors at the Company's annual meeting of stockholders, five of the non-employee directors attended the 2023 Annual Meeting by teleconference and Jeffrey T. Gill attended in person.

Independence

The Board has determined that Gary L. Convis, William G. Ferko, William L. Healey and Robert Sroka are "independent" as defined by Nasdaq's listing standards. Each of our Audit and Finance, Compensation, and Nominating and Governance Committees is composed only of independent directors as identified below under the heading "Committees of the Board of Directors."

In December 2023, the independent directors selected Robert Sroka to serve an additional one-year term as Lead Independent Director. Mr. Sroka, as Lead Independent Director, presides over executive sessions of the Board in which only independent directors participate. Additional information regarding the role of the Lead Independent Director is provided below under the heading "Board Leadership and Risk Oversight." Stockholders and other parties interested in communicating directly with the Lead Independent Director, or with the independent directors as a group, may do so by writing to the Lead Independent Director, c/o Sypris Solutions, Inc. 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222.

Communications with Stockholders

Our Board welcomes communications from our stockholders. Stockholders may send communications to the Board or to any director in particular, c/o Sypris Solutions, Inc., Corporate Secretary, 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222. The Secretary will review each stockholder communication. The Secretary will forward to the entire Board (or to members of a Board committee, if the communication relates to a subject matter clearly within the committee's area of responsibility) each communication that (a) relates to the Company's business or governance, (b) is not offensive and is legible in form and reasonably understandable in content, and (c) does not merely relate to a personal grievance against the Company or a team member or further a personal interest not shared by the other stockholders generally.

Committees of the Board of Directors

During 2023, the Board had three standing committees comprised of entirely independent directors: the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee.

Audit and Finance Committee

The current members of the Audit and Finance Committee are Gary L. Convis, William G. Ferko, William L. Healey, and Robert Sroka (Chairman). Each member of the Audit and Finance Committee satisfies the

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