Ampco-Pittsburgh Corp. Announces Annual Meeting of Shareholders on June 4, 2024
Ticker: AP · Form: DEF 14A · Filed: Apr 24, 2024 · CIK: 6176
Sentiment: neutral
Topics: Annual Meeting, Proxy Statement, Shareholder Vote, Director Election, Executive Compensation
TL;DR
<b>Ampco-Pittsburgh Corporation will hold its virtual Annual Meeting of Shareholders on June 4, 2024, to elect directors, amend by-laws, vote on executive compensation, and ratify auditor appointment.</b>
AI Summary
AMPCO PITTSBURGH CORP (AP) filed a Proxy Statement (DEF 14A) with the SEC on April 24, 2024. The Annual Meeting of Shareholders for Ampco-Pittsburgh Corporation will be held virtually on Tuesday, June 4, 2024, at 10:00 A.M. Eastern Time. Shareholders will vote on the election of three directors for terms expiring in 2027. A proposal to amend the Corporation's By-laws to limit the personal liability of officers for monetary damages will be presented. A non-binding advisory vote to approve the compensation of named executive officers is scheduled. The appointment of BDO USA, P.C. as the independent registered public accounting firm for 2024 will be ratified.
Why It Matters
For investors and stakeholders tracking AMPCO PITTSBURGH CORP, this filing contains several important signals. The virtual format allows for broader shareholder participation regardless of location. Key governance matters, including director elections and executive compensation, are being put to a vote, impacting corporate oversight.
Risk Assessment
Risk Level: low — AMPCO PITTSBURGH CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.
Analyst Insight
Shareholders should review the proxy materials to make informed voting decisions on director nominees, by-law amendments, executive compensation, and auditor ratification.
Key Numbers
- June 4, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
- 10:00 A.M. Eastern Time — Meeting Time (Start time of the Annual Meeting)
- 3 — Directors to be Elected (Number of directors to be elected for a term expiring in 2027)
- 2027 — Director Term Expiration (Year the elected directors' terms will expire)
- March 28, 2024 — Record Date (Shareholders of record on this date are entitled to vote)
Key Players & Entities
- Ampco-Pittsburgh Corporation (company) — Registrant name
- BDO USA, P.C. (company) — Independent registered public accounting firm
- June 4, 2024 (date) — Date of Annual Meeting
- March 28, 2024 (date) — Record date for shareholders entitled to vote
- 2027 (date) — Term expiration for elected directors
FAQ
When did AMPCO PITTSBURGH CORP file this DEF 14A?
AMPCO PITTSBURGH CORP filed this Proxy Statement (DEF 14A) with the SEC on April 24, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AMPCO PITTSBURGH CORP (AP).
Where can I read the original DEF 14A filing from AMPCO PITTSBURGH CORP?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AMPCO PITTSBURGH CORP.
What are the key takeaways from AMPCO PITTSBURGH CORP's DEF 14A?
AMPCO PITTSBURGH CORP filed this DEF 14A on April 24, 2024. Key takeaways: The Annual Meeting of Shareholders for Ampco-Pittsburgh Corporation will be held virtually on Tuesday, June 4, 2024, at 10:00 A.M. Eastern Time.. Shareholders will vote on the election of three directors for terms expiring in 2027.. A proposal to amend the Corporation's By-laws to limit the personal liability of officers for monetary damages will be presented..
Is AMPCO PITTSBURGH CORP a risky investment based on this filing?
Based on this DEF 14A, AMPCO PITTSBURGH CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.
What should investors do after reading AMPCO PITTSBURGH CORP's DEF 14A?
Shareholders should review the proxy materials to make informed voting decisions on director nominees, by-law amendments, executive compensation, and auditor ratification. The overall sentiment from this filing is neutral.
Risk Factors
- Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
- Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all shareholders is crucial for effective communication.
- Shareholder Approval of Compensation [low — financial]: The advisory vote on executive compensation may influence future compensation decisions and shareholder sentiment.
Key Dates
- 2024-06-04: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters, including director elections and by-law amendments.
- 2024-03-28: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
Glossary
- Proxy Statement
- A document filed by a company with the SEC that contains information that shareholders need to make informed voting decisions. (Provides details on the proposals being voted on at the Annual Meeting.)
- Named Executive Officers (NEOs)
- The top executive officers of a company whose compensation is disclosed in proxy statements. (Shareholders will vote on the compensation of these key individuals.)
- Independent Registered Public Accounting Firm
- An external audit firm hired to audit a company's financial statements. (The appointment of BDO USA, P.C. for 2024 is subject to shareholder ratification.)
Filing Stats: 4,439 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-04-24 08:30:06
Filing Documents
- ap_def_14a_2024.htm (DEF 14A) — 1330KB
- img97003275_0.jpg (GRAPHIC) — 718KB
- img97003275_1.jpg (GRAPHIC) — 718KB
- img97003275_2.jpg (GRAPHIC) — 139KB
- img97003275_3.jpg (GRAPHIC) — 18KB
- img97003275_4.jpg (GRAPHIC) — 19KB
- img97003275_5.jpg (GRAPHIC) — 993KB
- img97003275_6.jpg (GRAPHIC) — 856KB
- 0000950170-24-047252.txt ( ) — 6097KB
Security Ownership Of Certain Beneficial Owners And Management
Security Ownership Of Certain Beneficial Owners And Management 28 Beneficial Ownership Of More Than Five Percent 28 Director And Executive Officer Stock Ownership 28 Delinquent Section 16(a) Reports 30 Amendment to the Corporation's By-Laws, As Amended and Restated, To Limit The Personal Liability Of The Corporation's Officers for Monetary Damages (Proposal 2) 31 Non-Binding, Advisory Vote On Compensation Of Our Named Executive Officers (Proposal 3) 32 Compensation Discussion And Analysis (“CD&A”) 33
Executive Compensation Overview
Executive Compensation Overview 33 2023 Highlights 33 Key Features Of Our Executive Compensation Program 34 2023 Compensation Objectives 36 2023 Compensation Decisions 36 Other Compensation Practices And Policies 42 Summary Compensation Table 44 Outstanding Equity Awards At Fiscal Year-End 45 Retirement Benefits 46 Potential Payments Upon Termination, Resignation Or Change In Control 46 Report Of The Compensation Committee 48 Certain Relationships And Related Transactions 49 Report Of The Audit Committee 49 Ratification Of The Appointment Of BDO USA, P.C. As The Independent Registered Public Accounting Firm For 2024 (Proposal 4) 51 Equity Compensation Plan Information 52 Pay Versus Performance 53 Shareholder Proposals and Nominations For 2025 Annual Meeting 56 Householding Of Proxy Materials 56 References To Our Website Address 56 Incorporation By Reference 56 Other Matters 56 Annex I: Proposed Text of the Form of Amendment to Ampco-Pittsburgh Corporation By-laws A- 1 PROXY ST ATEMENT Annual Meeting of Shareholders to be held June 4, 2024 This Proxy Statement and the accompanying proxy card, along with the 2023 Annual Report to Shareholders (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023) is being made available to shareholders on or about April 24, 2024 in connection with the solicitation by the Board of Directors (the “Board”) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually on June 4, 2024 at 10:00 AM., Eastern Time, at www.virtualshareholdermeeting.com/AP2024 , and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. Any shareholder giving such a proxy may revoke it at any time before it
Executive Compensation Program Highlights
Executive Compensation Program Highlights Our executive compensation program is designed to attract and retain top talent by enabling the Corporation to compete effectively for the highest quality personnel and to pay for performance by aligning compensation with the achievement of both short-term and long-term financial objectives that build shareholder value. The 2023 executive compensation program featured a balanced mix of salary and performance-driven annual and long-term incentive award opportunities. In designing our executive compensation program, we have implemented programs and 5 policies that support our commitment to good compensation governance and that create alignment between our executives and our shareholders. WHAT WE DO ✓ Align CEO pay with corporate performance ✓ Use long-term incentives to link a significant portion of Named Executive Officer pay to corporate performance ✓ Balance short-term and long-term incentives ✓ Cap incentive awards ✓ Require the claw back of erroneously awarded compensation from executives ✓ Use an independent compensation consultant ✓ Compare to peer group to ensure competitive compensation opportunities ✓ Multi-year vesting periods for equity awards ✓ Significant portion of compensation “at risk” subject to achievement of performance metrics ✓ Maintain robust stock ownership guidelines ✓ Provide double trigger equity vesting in the event of a change in control ✓ Review tally sheets for all Executive Officers ✓ Review our compensation-related risk profile WHAT WE DON’T DO X Section 280G tax gross-up rights X Option repricing or replacement without shareholder approval X Allow hedging or pledging of our securities X Provide significant perquisites Additional information about our compensation philosophy and program, including compensation determinations for