Bylaw Amendment

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): December 14, 2022     AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter)       Pennsylvania   1-898   25-1117717 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   726 Bell Avenue , Suite 301 Carnegie , Pennsylvania   15106 (Address of principal executive offices)   (Zip Code) 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.):   ☐ 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(s)   Name of each exchange on which registered Common Stock, $1 par value   AP   New York Stock Exchange Series A Warrants to purchase shares of Common Stock   AP WS   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 14, 2022, the Board of Directors of Ampco-Pittsburgh Corporation (the “Corporation”) approved an amendment and restatement of the Corporation’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”). Article II of the Amended and Restated Bylaws has been amended to update the procedures and disclosure requirements for the nomination of director candidates for election at meetings of shareholders, including to require additional information in a notice of nomination submitted by a shareholder and to address the adoption by the U.S. Securities and Exchange Commission of the “universal proxy card” rules, as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Universal Proxy Card Rules”). The amendments require that nominating shareholders comply with the Universal Proxy Card Rules, provide that a shareholder nominee’s director candidates will be disregarded by the Company if the nominating shareholder has failed to provide evidence of its compliance with the Universal Proxy Card Rules and address the color of proxy cards reserved for use by the Company. In addition, the Amended and Restated Bylaws were amended to add a provision that, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The amendments also include various conforming, technical and non-substantive changes. The amendments to the Amended and Restated Bylaws became effective immediately, provided that subject to applicable law, amendments related to the Universal Proxy Card Rules shall apply to annual meetings of shareholders occurring after the annual meeting of shareholders for 2023. The foregoing summary of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed as part of this Report.   Exhibit Number    Description 3.1    Amended and Restated Bylaws of Ampco-Pittsburgh Corporation, as amended on December 14, 2022. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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.         AMPCO-PITTSBURGH CORPORATION       (Registrant) Date: December 19, 2022     By:   /s/ Michael G. McAuley       Michael G. McAuley       Senior Vice President, Chief Financial Officer and Treasurer