UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 15, 2023

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (412) 456-4400

Not Applicable

(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):

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

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 Officers; Compensatory Arrangement of Certain Officers.

Amendment and Restatement of 2016 Omnibus Incentive Plan

On March 9, 2023, the Board of Directors (the “Board”) of Ampco-Pittsburgh Corporation (the “Corporation”), subject to shareholder approval, approved an amendment and restatement of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended and restated (the “Plan”). The Plan is currently the Corporation’s only plan providing for the issuance of equity-based awards. The Compensation Committee or the Board of Directors administers the Plan to provide future grants of stock options and other share-based awards to the Corporation’s directors, officers and employees. On May 18, 2023, shareholders holding a majority of the common stock, $1.00 par value (the “common Stock”) of the Corporation voted in favor of the amendment to the Plan.

The Compensation Committee of the Board recommended amending the Plan after reviewing the Plan and, based on that review, determining that an insufficient number of shares were available under the Plan. This amendment and restatement of the Plan increases the number of shares of Common Stock available for delivery under the plan by 1,000,000 shares. The additional shares of the Corporation’s Common Stock authorized to be delivered under the Plan pursuant to the amendment are registered pursuant to a registration statement on Form S-8, dated as of March 18, 2023.

Performance-Based Restricts Stock Units

On May 15, 2023, pursuant to the long-term incentive structure adopted by the Compensation Committee of the Board, the Corporation granted to each of its named executive officers, performance-based restricted stock unit awards (the “PSU Awards”) under the Corporation’s 2016 Omnibus Incentive Plan, as then in effect. The Corporation’s Chief Executive Officer PSU Award may settle for up to 100,000 shares of Common Stock and each of the other PSU Awards may settle for up to 50,000 shares of Common Stock. Subject to the terms of the award agreement with respect to such PSU Awards, each PSU Award vests upon the earlier of (i) the date on which the average closing or last price of a share of Common Stock on the composite tape or other comparable reporting system for the principal national securities exchange on which the Corporation’s Common Stock is listed for the ten trading days ending on such Performance Vesting Date is equal to or greater than $10.00 and (ii) May 15, 2024.

The summaries of the amendment to the Plan and the terms of the PSU Award in this Current Report on Form 8-K do not purport to be complete and are qualified in its entirety by reference to the full text of the Plan and PSU Award, respectively, which are filed herewith as Exhibit 10.1 and Exhibit 10.2 and are incorporated into this Item 5.02 by reference.

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

On May 18, 2023, the Corporation held its annual meeting of shareholders. The following are the voting results for the proposals that were voted upon by the Corporation’s shareholders at that meeting:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.