DEF 14A

DEF 14A 1 ap_def_14a_2024.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


	Filed by the Registrant ☒
	Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Ampco–Pittsburgh Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.


☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD TUESDAY, JUNE 4, 2024

TO THE SHAREHOLDERS OF

AMPCO-PITTSBURGH CORPORATION

Notice is hereby given that the Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation (“Ampco” or the “Corporation”) will be held virtually. You will be able to attend the meeting virtually, vote your shares virtually, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/AP2024 and following the instructions on your proxy card. The meeting starts at 10:00 A.M., Eastern Time on Tuesday, June 4, 2024, for the following purposes:

to elect three directors for a term that expires in 2027;

to approve an amendment to the Corporation’s By-laws, as amended and restated, to limit the personal liability of the Corporation’s officers for monetary damages;

to hold a non-binding advisory vote to approve the compensation of our named executive officers;

to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2024; and

to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. The Board unanimously recommends a vote “FOR” each of the three nominees for director named in the accompanying Proxy Statement and a vote “FOR” each of Proposal 2, 3, and 4 on the enclosed proxy card.

Only shareholders of record at the close of business on March 28, 2024 are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s By-laws, as amended and restated (the “Bylaws”).

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described on the proxy card or voting instruction form provided to you, (ii) calling the toll-free number on the proxy card or voting instruction form provided to you, or (iii) completing, signing, dating and returning the enclosed proxy card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you.

If your broker, bank, trustee or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting.

The Board, including all of its independent directors, unanimously recommends that you vote on the Proxy Card or voting instruction form “FOR” the election of Ms. Elizabeth A. Fessenden, Mr. Michael I. German, and Mr. J. Brett McBrayer.

If you are unable to attend the Annual Meeting, a replay of the meeting will be available on www.ampcopittsburgh.com/investors.

Regardless of the number of shares of Common Stock of the Corporation that you own, your vote is important. Thank you for your continued support, interest and investment in Ampco-Pittsburgh Corporation.

    BY ORDER OF THE BOARD OF DIRECTORS

   

    Kimberly P. Knox,

   

    Corporate Secretary

   

Pittsburgh, Pennsylvania

April 24, 2024

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to Be Held on June 4, 2024

The proxy statement and the annual report of the Corporation are available at

http://www.ampcopittsburgh.com/investors

For those requesting physical copies of our Annual Report on Form 10-K for the year ending December 31, 2023, please mail such request to:

Ampco-Pittsburgh Corporation

c/o Corporate Secretary

726 Bell Avenue, Suite 301

P.O. Box 457

Carnegie, PA 15106

All shareholders are cordially invited to attend the meeting virtually. Your vote is important, and, whether or not you expect to attend virtually, it is requested that you PROMPTLY fill in, sign, and return the enclosed proxy card or follow the internet or telephone voting instructions included on the proxy card.

TABLE OF CONTENTS


Proxy Statement		2
Proxy Summary		3
Questions And Answers Regarding The Annual Meeting		7
Election Of Directors		14
Summary Of Director Attributes And Skills		14
Board Of Directors’ Nominees		15
Nominees For Director Whose Term Of Office Expires In 2027		15
Continuing Directors Whose Term Of Office Expires In 2026		16
Continuing Directors Whose Term Of Office Expires In 2025		18
Process Of Evaluation Of Director Candidates		19
Director Compensation		19
Director Fees		19
2023 Director Compensation		20
Directors’ Alignment With Shareholders; Stock Ownership Guidelines		21
Prohibitions Against Short Sales, Hedging, Margin Accounts And Pledging		21
Corporate Governance		22
Corporate Governance Summary		22
Board Independence		23
Leadership Structure		24
Director Nominating Procedures		24
Director Terms		24
Voting For Directors		25
Board’s Role In Risk Oversight		25
Executive Sessions		25
Communications With Directors		25
Annual Meeting Attendance		25
Board Committees		25
Summary		25
Audit Committee		26
Compensation Committee		27
Executive Committee		27
Finance And Investment Committee		27
Nominating And Governance Committee		27
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		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 STATEMENT

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 is exercised by written notice to the Corporate Secretary of the Corporation at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106, by giving a later dated proxy or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself have the effect of revoking the proxy.

As used in this Proxy Statement, the terms “Ampco”, “the Corporation”, “we”, “us”, and “our” refer to Ampco-Pittsburgh Corporation.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. This Proxy Statement and the related proxy materials were first mailed to shareholders and made available on the internet on or about April 24, 2024.


Annual Meeting of Shareholders

• Time and Date:		10:00 A.M., Eastern Time, June 4, 2024

• Place:		Virtually via: www.virtualshareholdermeeting.com/AP2024

• Record Date:		March 28, 2024

• Voting:		Only shareholders as of the record date, March 28, 2024, are entitled to vote. As of the Record Date for the annual meeting, there were 19,865,749 shares of Common Stock outstanding and expected to be entitled to vote at the 2024 Annual Meeting. There are no other securities of the Corporation outstanding and entitled to vote at the 2024 Annual Meeting. Holders of warrants exercisable for shares of Common Stock that have not been exercised prior to the Record Date will not be entitled to vote the shares underlying such warrants at the 2024 Annual Meeting. Your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm unless you give your broker specific voting instructions. Even if you plan to attend the annual meeting virtually, please cast your vote as soon as possible by: • Using the Internet at www.proxyvote.com; • Calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903; or • Mailing your signed proxy card or voting instruction form.


• Attending the Annual Meeting:		To be admitted to the virtual Annual Meeting, you will need the control number provided to you with your proxy voting materials. You do not need to attend the Annual Meeting to vote if you have properly submitted your proxy in advance of the meeting.

• Meeting Agenda:		1. Election of three directors; 2. Approval of an amendment to the Bylaws to limit the personal liability of the Corporation’s officers for monetary damages; 3. Non-binding, advisory vote to approve the compensation of our named executive officers; 4. Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2024; and 5. Transaction of such other business as may properly come before the meeting and any adjournment or postponement thereof.

Cooperation Agreement

On March 31, 2023, the Corporation entered into a Cooperation Agreement (the “Cooperation Agreement”) with Ancora Merlin, LP, Ancora Merlin Institutional, LP, Ancora Catalyst, LP, Ancora Catalyst Institutional, LP, Ancora Alternatives LLC, Ancora Holdings Group, LLC and Fredrick DiSanto (collectively, the “Ancora Parties”), pursuant to which the Corporation was required to take all necessary actions at our 2023 Annual Meeting to nominate Fredrick D. DiSanto and Darrell L. McNair (together with Mr. DiSanto, the “Ancora Appointees”) to serve as directors on the Board, as members of the class of directors having a term expiring at the 2026 Annual Meeting.

If, during the Standstill Period (as defined below), any Ancora Appointee resigns from the Board or is unable (due to death or disability) or refuses to serve on the Board then the Ancora Parties will work to identify a replacement that is reasonably acceptable to the Nominating and Governance Committee of the Board for appointment to the Board on the terms set forth in the Cooperation Agreement, provided that the Ancora Parties shall not be entitled to replace Mr. DiSanto if at that time the Ancora Parties do not and at all times since the commencement of the Cooperation Agreement have not satisfied the Four Percent Threshold (as defined below).

Mr. DiSanto shall resign from the Board and all applicable committees upon the earlier to occur of (i) the expiration of the Standstill Period or (ii) the occurrence of the Ancora Parties ceasing to beneficially own at least 4% of the Corporation’s then issued and outstanding common stock, subject to certain adjustments set forth in the Cooperation Agreement (the “Four Percent Threshold”).

During the Standstill Period, the Ancora Parties have agreed to vote all of their shares of common stock of the Corporation in favor of recommendations of the Board with respect to (i) the election, removal and/or replacement of directors (a “Director Proposal”), (ii) the ratification of the appointment of the Corporation’s independent registered public accounting firm and (iii) any other proposal submitted to the Corporation’s shareholders at a meeting of the Corporation’s shareholders, in each case as such recommendation of the Board is set forth in the applicable definitive proxy statement filed in respect thereof. Notwithstanding the foregoing, in the event both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) make a recommendation that differs from the recommendation of the Board with respect to any proposal submitted to the shareholders at any meeting of the Corporation’s shareholders (other than Director Proposals), the Ancora Parties are permitted to vote in accordance with the ISS and Glass Lewis recommendation. The Ancora Parties are also entitled to vote in their sole discretion with respect to any publicly announced proposal relating to a merger, acquisition, disposition of all or substantially all of the assets of the Corporation and its subsidiaries or other business combination involving the Corporation, in each case, that requires a vote of the Corporation’s shareholders.

The Cooperation Agreement also includes customary standstill, non-disparagement and expense reimbursement provisions. The standstill restrictions on the Ancora Parties began on the date of the Cooperation Agreement and remain in effect until the earlier of (i) the date that is 30 days prior to the deadline for the submission of shareholder nominations for the 2026 Annual Meeting and (ii) the date that is 100 days prior to the first anniversary of the 2025 Annual Meeting (such period, the “Standstill Period”).

The Cooperation Agreement will terminate upon the expiration of the last day of the Standstill Period, unless earlier terminated by mutual written agreement of Ampco-Pittsburgh and the Ancora Parties.

While any Ancora Appointee serves on the Board, such Ancora Appointee will receive compensation on the same basis as all other non-employee directors of the Corporation.

Voting Matters


Proposals		Board Recommendation
Election of Directors		FOR each of the Board's nominees
Approval of an amendment to the Bylaws to limit the personal liability of the Corporation's officers for monetary damages		FOR
Non-binding, advisory vote to approve the compensation of our named executive officers.		FOR
Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2024		FOR

Board Nominees

You are being asked to vote on the election of nominees to serve on the Board, for a term of three years to fill the class of directors whose term expires in 2027. Additional information about the background and experience of the three nominees recommended by the Board can be found beginning on page 14.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES IN PROPOSAL 1 USING THE ENCLOSED PROXY CARD.

    Name

    Age at Annual Meeting

    Director
Since

    Occupation

    Experience/
Qualification

    Independent

    Committee
Assignments

    Elizabeth A. Fessenden

    69

    2017

    Principal of Fessenden Associates

    Extensive operations experience in the metals industry; many years of service as a director; broad leadership experience

    X

    Compensation (Chair); Executive; Finance and Investment

    Michael I. German

    73

    2014

    Chief Executive Officer and President, Corning Energy  Corporation

    Experience as CEO and Director, including as CEO and Director of a public company

    X

    Audit; Finance and Investment (Chair); Nominating and Governance

    J. Brett McBrayer

    58

    2018

    Chief Executive Officer, Ampco-Pittsburgh Corporation

    Experience in global industrial businesses and broad executive leadership experience

    Executive

Corporate Governance Highlights

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the “Corporate Governance” section. Highlights include:

✓

Ten out of eleven Board members are independent (as of the date of this Proxy Statement)

✓

Separate non-executive Board Chair and Chief Executive Officer roles

✓

Independent Audit, Compensation, Nominating and Governance, and Finance and Investment Committees

✓

Risk oversight by full Board and committees

✓

Regular executive sessions of independent directors

✓

Average Board attendance of 98% during 2023

✓

Nominating and Governance Committee considers director candidates recommended by shareholders on the same basis as internally nominated candidates

✓

Cumulative voting for directors

✓

Annual Board and committee self-evaluations

✓

“Say-on-Pay” votes held annually

✓

Policies (i) prohibiting hedging and pledging, (ii) providing for the recoupment of incentive awards under certain conditions in the event of a financial restatement pursuant to Securities and Exchange Commission Rule 10D-1 and New York Stock Exchange (“NYSE”) Listed Company Manual Section 303A.14, (iii) generally prohibiting tax gross-ups of perquisites, and (iv) for protection of whistleblowers

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

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 each of our named executive officers, can be found in the “Executive Compensation Overview” starting on page 34 of this Proxy Statement.

Ratification of the Appointment of our Independent Registered Public Accounting Firm for 2024

We are requesting that shareholders ratify the appointment of BDO USA, P.C. as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below shows the fees paid by the Corporation to BDO USA, P.C., the independent public accounting firm for the fiscal years ended December 31, 2023 and December 31, 2022, respectively.


	2023		2022
Audit fees (a)	$	1,054,516	$	894,899
Audit-related fees (b)		—		—
Tax fees (c)		160,000		40,000
All other fees		—		—
Total	$	1,214,516	$	934,899

(a)

Fees for audit services primarily related to the audit of (1) the Corporation’s annual consolidated financial statements and (2) statutory financial statements for the Corporation’s foreign subsidiaries.

(b)

Fees for audit-related services related to attest services not required by statute or regulation.

(c)

Fees for tax-related services related to transfer pricing studies.

We encourage you to read the entire Proxy Statement and to vote your shares using the instructions on the proxy card for the Annual Meeting. If you are unable to attend the Annual Meeting virtually, we encourage you to submit a proxy using the instructions on the proxy card so that your shares will be represented and voted for each of the proposals described in this Proxy Statement.

QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

Q: How do I attend the virtual meeting?

A: You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the question and answer portion of the meeting by visiting www.virtualshareholdermeeting.com/AP2024 and following the instructions on the proxy card. The meeting starts at 10:00 A.M. Eastern Time on June 4, 2024. To be admitted to the virtual meeting you will need the control number provided to you with your proxy voting materials.

Q: Why am I receiving these materials?

A: As a shareholder, we are providing these proxy materials to you in connection with our solicitation of proxies to be voted at our Annual Meeting of Shareholders, which will take place on June 4, 2024. These materials were first mailed to shareholders on or about April 24, 2024. You are invited to attend the Annual Meeting, and you are requested to vote on the proposals described in this Proxy Statement.

Q: What is included in these materials?

A: These materials include:

•

Our Proxy Statement for the Annual Meeting;

•

The proxy card/voting instruction form for the Annual Meeting; and

•

Our 2023 Annual Report on Form 10-K, which includes our audited consolidated financial statements.

Q: What am I being asked to vote on?

A: You are being asked to vote on the following proposals:

•

Proposal 1 – Election of three directors for a term that expires in 2027;

•

Proposal 2 – Approval of an amendment to the Bylaws to limit the personal liability of the Corporation’s officers for monetary damages (the “Officer Exculpation Amendment Proposal”);

•

Proposal 3 – Non-binding, advisory vote to approve the compensation of our named executive officers (the “Say-on-Pay Proposal”);

•

Proposal 4 – Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2024 (the “BDO Ratification Proposal”); and

•

Such other business as may properly come before the meeting and any adjournment or postponement thereof.

Q: What are the voting recommendations of the Board?

A: The Board recommends the following votes:

•

FOR the election of Ms. Elizabeth A. Fessenden, Mr. Michael I. German, and Mr. J. Brett McBrayer for the term that expires in 2027;

•

FOR the Officer Exculpation Amendment Proposal;

•

FOR the Say-on-Pay Proposal; and

•

FOR the BDO Ratification Proposal.

Q: Why is the Board making such recommendations?

A: We describe each proposal and the Board’s reason for its recommendation with respect to each proposal beginning on pages 14, 32, 33 and 52, and elsewhere in this Proxy Statement.

Q: Will any other matters be voted on?

A: We are not aware of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your proxy card will authorize each of Keith A. Zatawski and Kimberly P. Knox (together, the “Proxies”) to vote on such matters in their discretion.

Q: Who is soliciting my proxy?

A: The Board, on behalf of the Corporation, is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the meeting. By completing, signing, dating and returning the proxy card or voting instruction form, or by transmitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the Proxies to vote your shares of Common Stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Corporation’s directors, director nominees, and certain executive officers of the Corporation, and the Corporation will bear the costs of such solicitation.

Q: Who is entitled to vote at the Annual Meeting?

A: The Board has set March 28, 2024 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you are a shareholder as of the close of business on March 28, 2024. You are entitled to one vote on each proposal for each share of Common Stock you hold on the Record Date, except shareholders have the right to cumulate votes in regard to the election of directors. Your shares may be voted at the Annual Meeting only if you are “present” at the Annual Meeting or your shares are represented by a valid proxy. At the close of business on March 28, 2024, there were 19,865,749 shares of our Common Stock issued and outstanding.

Q: What is the difference between a shareholder of “record” and a “street name” owner?

A: If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. The Corporation sent the proxy materials directly to you. The proxy card accompanying this Proxy Statement will provide information regarding how to vote your shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. You are considered to be the beneficial owner of those shares and your shares are said to be held in “street name,” and the proxy materials are being forwarded to you by that organization. Street name owners generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. If you do not provide that organization with specific direction on how to vote, other than with respect to the ratification of the selection of our independent registered public accounting firm, your shares held in the name of that organization may not be voted and will not be considered entitled to vote on any matters to be considered at the Annual Meeting, and as such, however, your shares will be considered present at the Annual Meeting. If you own your shares in “street name,” please instruct your bank, broker, trustee or other nominee how to vote your shares using the voting instruction form provided by your bank, broker, trustee or other nominee so that your vote can be counted. The provided voting instruction form may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.

Q: How do I vote?

A: The process for voting your shares depends on how your Common Stock is held. Generally, you may hold Common Stock in your name as a “shareholder of record” or in an account with a broker, bank, trust or other nominee (i.e., in “street name”).

•

If your shares are registered in your name, you may vote your shares at the Annual Meeting or by proxy whether or not you attend the Annual Meeting.

•

If your shares are held in a brokerage account in your broker’s name (also known as “street name”), you should follow the instructions for voting provided by your broker or nominee. You may submit voting instructions by Internet or telephone, or you may complete and mail a voting instruction card to your broker or nominee. If you provide specific voting instructions by telephone, Internet or mail, your broker or nominee will vote your shares as you have directed.

VOTING AS A SHAREHOLDER OF RECORD

If you are a shareholder of record as of the close of business on the Record Date, you may cast your vote using any of the following methods:

•

By Internet: Please visit www.proxyvote.com or, if you received printed copies of your proxy materials, scan the QR code located on your proxy card. You will need the 16-digit control number included on your Notice or proxy card.

•

By telephone: Please call the number listed on your Notice or proxy card and follow the recorded instructions. You will need the 16-digit control number included on your Notice or proxy card.

•

By mail: All shareholders of record who received paper copies of our proxy materials can vote by marking, signing, dating, and returning their proxy card. If you are a shareholder of record and received a Notice, you may request a proxy card by following the instructions included in the Notice.

•

“In Person” at the Virtual Annual Meeting: Please follow the instructions for attending the Annual Meeting and voting electronically online during the Annual Meeting posted at www.virtualshareholdermeeting.com/AP2024. You will need the 16-digit control number included on your Notice or proxy card. All votes must be received before the polls close during the Annual Meeting. Voting electronically online during the Annual Meeting will replace any previous votes.

The telephone and Internet voting facilities for the shareholders of record of all shares will close at 11:59 P.M. Eastern Time on June 3, 2024. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or vote on the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting.

You will be able to vote your shares electronically during the Annual Meeting if you attend virtually.

If you vote by Internet or telephone or return your signed proxy card or voting instruction form, your shares will be voted as you indicate. If you do not indicate how your shares are to be voted on a proposal, if you are a holder of record your shares will be voted, with respect to that proposal, in accordance with the voting recommendations of the Board.

VOTING AS A BENEFICIAL OWNER

As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You should follow the voting instructions provided by your broker, bank, or other nominee. You will receive, or be provided access to, proxy materials and voting instructions for each account that you have with a broker, bank, or other nominee. If you wish to change the voting instructions that you provided your broker, bank, or other nominee, you should follow the instructions from your broker, bank, or other nominee.

Beneficial owners may also attend the Annual Meeting and vote electronically online during the Annual Meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/AP2024. If your voting instruction form or Notice indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, shareholders who hold their shares in street name should contact their broker, bank, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. All votes must be received before the polls close during the Annual Meeting. Voting electronically online during the Annual Meeting will revoke any previous votes.

Q: Can I revoke or change my vote after I deliver my proxy?

A: Yes. If you are a shareholder of record, you can change your vote or revoke your proxy at any time prior to the voting thereof at the Annual Meeting by:

•

Submitting a valid, later-dated proxy card or voting instruction form;

•

Submitting a valid, subsequent vote by telephone or the Internet at any time prior to 11:59 P.M. Eastern Time on June 3, 2024;

•

Notifying our Corporate Secretary in writing that you have revoked your proxy; or

•

Voting electronically at the virtual Annual Meeting (your attendance at the Annual Meeting will not, in and of itself, revoke your prior proxy).

If your shares are held in a brokerage account in your broker’s name, you should follow the instructions for changing or revoking your vote provided by your broker or nominee.

Q: Is cumulative voting permitted for the election of directors?

A: You have the right to cumulate your votes by distributing a number of votes, determined by multiplying the number of directors to be elected at the Annual Meeting (i.e., three) by the number of your shares as of the close of business on the Record Date, to one individual nominee or among two or more nominees. Unless contrary instructions are provided on the enclosed proxy card or voting instruction form, the persons named as proxies may cast all of their votes “For” or “Withhold” with respect to the nominees or may allocate the votes among the nominees in accordance with their discretion.

Q: What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

A: As a shareholder as of the close of business on the Record Date, if you properly complete, sign, date and return a proxy card or voting instruction form, your shares of Common Stock will be voted as you specify. However, if you are a shareholder of record and you return an executed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the persons named as proxies will vote your shares:

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FOR the election of Ms. Elizabeth A. Fessenden, Mr. Michael I. German, and Mr. J. Brett McBrayer to serve as directors for a term that expires in 2027;

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FOR the Officer Exculpation Amendment Proposal;

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FOR the Say-on-Pay Proposal; and

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FOR the BDO Ratification Proposal.

A “broker non-vote” occurs when a broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares. If you own your shares beneficially in street name through a broker and do not provide voting instructions to your broker, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker does not have discretionary authority to vote.

Q: How many shares must be present to conduct business at the Annual Meeting?

A: Holders of at least a majority of the votes that all shareholders are entitled to cast at the Annual Meeting must be represented virtually at the Annual Meeting in order to conduct business. This is called a quorum. If you vote, your shares will be part of the quorum. Abstentions, withheld votes, and broker-non-votes will be counted in determining whether a quorum exists.

The judge of election will determine whether a quorum is present. At the close of business on March 28, 2024, there were 19,865,749 shares of our Common Stock issued and outstanding. Shares are counted as present at the Annual Meeting if:

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you attend the Annual Meeting; or

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your shares are represented by a properly authorized and submitted proxy (submitted over the Internet, by telephone or by mail).

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trustee or other nominee and such broker, bank, trustee or other nominee submits a proxy covering your shares. If a quorum is not present, in person or by proxy, at a meeting of shareholders, those present may adjourn from time to time to reconvene at such date, time and place as they may determine.

Q: What is the effect of abstentions and broker non-votes on voting?

A: Abstentions will be counted as present at the Annual Meeting for the purpose of determining a quorum. Because each director nominee will require more “FOR” votes than the director nominees who receive the least number of votes in order to be elected, “withhold” votes have no effect on the outcome of Proposal 1. To approve the Officer Exculpation Amendment Proposal, if a quorum is present, the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock of the Corporation as of the Record Date is required for approval. Abstentions and broker non-votes will have the effect

of a vote AGAINST the Officer Exculpation Amendment Proposal. To approve the Say-on-Pay Proposal and the BDO Ratification Proposal, if a quorum is present, the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on a particular matter is required for approval. As a result, abstention votes will have no effect on the outcome of the Say-on-Pay Proposal and BDO Ratification Proposal.

A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the shareholder who owns the shares in “street name” has not provided any voting instructions to the broker on that matter. The rules of the NYSE apply to brokers that are NYSE members voting on matters being submitted to shareholders at the Annual Meeting. Under the rules of the NYSE, if a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. As a result, other than with respect to the BDO Ratification Proposal, brokers are not entitled to vote on any of the proposals at the Annual Meeting without receiving voting instructions from the beneficial owners. Broker non-votes will have no effect on the outcome of Proposals 1 or 3 and will have the effect of a vote AGAINST Proposal 2. If you do not provide voting instructions to your broker holding shares of Common Stock for you, your shares will not be voted with respect to any proposal. We therefore encourage you to provide voting instructions on a proxy card or the voting instruction form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

Q: What vote is required to approve the proposals?

A: ELECTION OF DIRECTORS: Pursuant to our Bylaws, if a quorum is present at the Annual Meeting, with respect to Proposal 1 – “Election of Directors”, directors will be elected by a plurality of the votes cast by shares present in person or by proxy and entitled to vote at the Annual Meeting. “Plurality” means that the three nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected, whether or not they received a majority of votes cast. You may vote “FOR” all Board nominees, “WITHHOLD” your vote as to all Board nominees, or “FOR ALL” Board nominees except the specific nominee from whom you “WITHHOLD” your vote. There is no “against” option. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and “withhold votes” will have no effect on the outcome of Proposal 1.

OFFICER EXCULPATION Amendment PROPOSAL: The approval of the Officer Exculpation Amendment Proposal requires the affirmative vote by the holders of a majority of the voting power of the outstanding shares of Common Stock of the Corporation as of the Record Date when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 2, the abstention will have the effect of a vote AGAINST the Officer Exculpation Amendment Proposal. Broker non-votes will have the effect of a vote AGAINST the Officer Exculpation Amendment Proposal.

Say-on-Pay Proposal: The approval of a non-binding, advisory resolution approving the compensation of our named executive officers requires the affirmative vote by the holders of a majority of the votes cast by all shareholders entitled to vote on the proposal at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 3, the abstention will have no effect on the outcome of the Say-on-Pay Proposal. Broker non-votes will have no effect on the outcome of the Say-on-Pay Proposal. While the vote on the Say-on-Pay Proposal is advisory and will not be binding on us or the Board, the Board will review the results of the voting on this proposal and take them into consideration when making future decisions regarding executive compensation as we have done in this and previous years.

BDO Ratification Proposal: The ratification of the appointment of BDO requires the affirmative vote by the holders of a majority of the votes cast by all shareholders entitled to vote on the proposal at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 4, the abstention will have no effect on the outcome of the BDO Ratification Proposal.

Votes will be tabulated by a judge of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Q: Could other matters be decided at the Annual Meeting?

A: We do not expect any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a proxy card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have

notice at least by February 18, 2024, which is 90 days before the anniversary date of our 2023 Annual Meeting of Shareholders, and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.

Q: Who will count the votes?

A: All votes will be tabulated as required by Pennsylvania law, the state of our incorporation, by the judge of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals will be counted as present for purposes of determining a quorum. Broker non-votes will not be counted as present for purposes of determining a quorum.

Q: How do I attend the Annual Meeting?

A: The Annual Meeting will be hosted online in a virtual meeting format via live webcast through Broadridge Financial Solutions, Inc. We have designed the virtual Annual Meeting to provide shareholders with substantially the same opportunities to participate as if the Annual Meeting were held in person.

ATTENDANCE

If you were a shareholder at the close of business on the Record Date, you may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/AP2024 and entering the 16-digit control number included on your Notice, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 10:00 A.M, Eastern Time on June 4, 2024. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:45 A.M., Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should confirm that they have a strong internet connection if they plan to attend and/or participate in the Annual Meeting. Attendees are encouraged to log in prior to the Annual Meeting start time and confirm they can hear streaming audio.

Even if you plan to attend and participate in the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be cast at the Annual Meeting.

ACCESSIBILITY

The virtual Annual Meeting format allows shareholders to communicate with us during the Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/AP2024, typing your question into the “Ask a Question” field, and clicking “Submit.”

Questions pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on the Company’s Investor Relations website, http://www.ampcopittsburgh.com/investors, as soon as practicable after the Annual Meeting. We reserve the right to group questions on the same topic, to edit profanity or other inappropriate language, and to exclude questions regarding topics that are not pertinent to Annual Meeting matters or that are otherwise inappropriate.

Materials for the Annual Meeting, including the rules of conduct and the list of our shareholders of record, will be available during the Annual Meeting at www.virtualshareholdermeeting.com/AP2024. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning approximately 30 minutes prior to the start of the Annual Meeting through its conclusion.

Q: How do I obtain a copy of Ampco’s Annual Report?

A: The Corporation’s 2023 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC, are available at http://www.ampcopittsburgh.com/investors. Copies of the exhibits to the 2023 Annual Report on Form 10-K will also be provided upon written request to Ampco-Pittsburgh Corporation c/o Corporate Secretary at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106, free of charge.

Copies of the 2023 Annual Report on Form 10-K and exhibits may also be viewed and downloaded at no cost from the SEC’s website at www.sec.gov. The 2023 Annual Report on Form 10-K does not form any part of the material for soliciting proxies.

Q: Where can I find the voting results of the Annual Meeting?

A: We plan to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND “FOR” PROPOSAL 4.

ELECTION OF DIRECTORS

(Proposal 1)

As of the date of this Proxy Statement, Ampco’s Board comprises eleven members divided into the following three classes:

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Class of 2024: Mr. Michael I. German, Mr. J. Brett McBrayer, and Mr. Carl H. Pforzheimer, III;

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Class of 2025: Mr. Robert A. DeMichiei, Ms. Elizabeth A. Fessenden, Mr. William K. Lieberman, and Dr. Laurence E. Paul; and

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Class of 2026: Mr. James J. Abel, Mr. Fredrick D. DiSanto, Mr. Darrell L. McNair, and Mr. Stephen E. Paul.

Mr. Pforzheimer’s term will end at the Annual Meeting at which point he will not be re-nominated for an additional term, and he will retire from the Board after 42 years of service to Ampco-Pittsburgh. The Board and management of the Corporation express their sincerest gratitude to Mr. Pforzheimer for his service on the Board and as Chair of the Audit Committee. In connection with Mr. Pforzheimer’s retirement, the Board reduced the number of director seats to ten, and re-balanced the director classes to make them as nearly equal as possible to be effective following the Annual Meeting and has nominated Ms. Fessenden to stand for re-election for a three-year term expiring in 2027.

Directors are elected for three-year terms. The terms for each class end in successive years. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated three incumbent directors to stand for re-election for a three-year term expiring in 2027: Ms. Elizabeth A. Fessenden, Mr. Michael I. German, and Mr. J. Brett McBrayer.

Mr. Michael I. German and Mr. J. Brett McBrayer were most recently elected by the shareholders at the 2021 Annual Meeting of Shareholders. Ms. Elizabeth A. Fessenden was most recently elected by the shareholders at the 2022 Annual Meeting of Shareholders.

The Board has determined that each of the foregoing Board nominees qualifies as an independent director under NYSE corporate governance listing standards, except for Mr. McBrayer, who is the Corporation’s Chief Executive Officer.

If any of the Board’s nominees are unable to serve or for good cause will not serve as a director, the Board may choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. The persons named as proxies will vote for the remaining nominees and substitute nominees chosen by the Board.

Vote Required

Directors will be elected by a plurality of the votes cast. “Plurality” means that the three nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected. Votes that are withheld or shares that are not voted, including broker non-votes, will have no effect on the outcome of the election of directors.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF MS. FESSENDEN, MR. GERMAN, AND MR. MCBRAYER.

Summary of Director Attributes and Skills

Our Board nominees and continuing directors have a diversity of experience that spans a broad range of industries and in the public and not-for-profit sectors. They bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen the Board’s ability to carry out the Board’s oversight role on behalf of our shareholders. In the biographies for our Board nominees and continuing directors below, we describe certain areas of individual expertise that each director brings to our Board.

The table below is a summary of the range of skills and experiences that each continuing director and nominee brings to the Board. Because it is a summary, it does not include all of the skills, experiences, qualifications, and diversity that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it.

    Name

    Abel

    DeMichiei

    DiSanto

    Fessenden

    German

    Lieberman

    McBrayer

    McNair

SEC Form DEF 14A filed by Ampco-Pittsburgh Corporation