NOTICE IS HEREBY GIVEN, that the 20112014 Annual Meeting of Shareholders of CVD Equipment Corporation (the “Company”) will be held at 10:00 A.M., Eastern Daylight SavingsStandard Time on September 14, 2011November 18, 2014 at the Company’s headquarters located at 1860 Smithtown Avenue, Ronkonkoma,355 South Technology Drive, Central Islip, New York 11779.11722. At the meeting, you will be asked to vote on:

The Board of Directors has fixed Julythe close of business on September 22, 20112014 as the record date for determining Shareholdersshareholders who are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only Shareholders of record at the close of business on July 22, 2011 are entitled to notice of, and to vote at, the meeting.

Your vote is important to us. Whether or not you intend to be present at the meeting, please sign and date the enclosed proxy card and return it in the enclosed envelope. Returning a proxy will not deprive you of your right to attend the Annual Meeting and vote your shares in person.

The foregoing items of business are more fully described in the accompanying proxy statement.

This proxy statement and the accompanying proxy card is furnished in connection with the solicitation by the Board of Directors of CVD Equipment Corporation, a New York corporation (the “Company”), of proxies for use at the 20112014 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the Company’s headquarters at 1860 Smithtown Avenue, Ronkonkoma,355 South Technology Drive, Central Islip, New York 1177911722 at 10:00 A.M., Eastern Daylight SavingsStandard Time, on September 14, 2011,November 18, 2014, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement and the accompanying Notice of Annual Meeting of Shareholders. This proxy statement and the accompanying proxy card is first being mailed on or about August 1, 2011September 30, 2014 to all Shareholders of the Company entitled to vote at the Annual Meeting (the “Shareholders”).

Whether or not you plan to attend the Annual Meeting, please complete and return the enclosed proxy card. Your prompt voting may save the Company the expense of the following up with a second mailing. A return envelope (postage paid if mailed in the United States) is enclosed for that purpose.

You may vote by signing, dating and returning the enclosed proxy card or by voting in person at the Annual Meeting. If you send in a proxy card, and also attend the Annual Meeting in person, the proxy holders will vote your shares as you instructed on your proxy card, unless you inform the Secretary at the Annual Meeting that you wish to vote in person.

You may revoke your proxy by:

To be effective, a later-dated proxy or written revocation must arrive at the above address before the start of the Annual Meeting.

The enclosed proxy card is being solicited on behalf of the Board of Directors of the Company. The Company will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, the Company’s directors, officers and employees may, without being additionally compensated, solicit proxies by telephone or fax. The Company has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of the Company’s common stock. No additional compensation will be paid for such solicitation. The Company does not expect to employ anyone else in the solicitation of proxies.

The proxy holders named on the proxy card are Leonard Rosenbaum, the Company’s Chairman, President and Chief Executive Officer, and Glen R. Charles, the Company’s Chief Financial Officer and Secretary. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. You may vote for all, some or none of our director nominees. You may also vote for or against the other proposals or abstain from voting. The proxy holders will vote shares according to the Shareholdershareholder instructions on the proxy card. If a signed proxy card does not contain instructions, then the proxy holders will vote the shares (1) “FOR” the election of the director nominees listed on the card; (2) “FOR” ratifying the appointment of MSPC as the Company’s independent public accountants for the year ending December 31, 2011;2014; and (3) in their discretion, on any other business that may properly come before the meeting.

A broker non-vote occurs when a nominee holdingshareholder holds his or her shares forthrough a beneficial ownerbroker and the broker does not vote on a particular proposal because the nomineebroker does not have discretionary voting power for that particular item, and has not received instructions from the beneficial owner. Broker non-votes count for quorum purposes but not for voting purposes.

A majority of the outstanding shares of common stock entitled to vote represented at the Annual Meeting in person or by proxy constitute a quorum. Only votes “FOR” or “AGAINST” a proposal count. Abstentions and broker non-votes will count towards the quorum but not for voting purposes.

Directors are elected by a plurality of the votes cast, so the six (6) nominees receiving the most votes will be elected. Shareholders who do not wish to vote for one or more of the individual nominees may withhold authority as directed in the proxy card.

The proposal to ratify the appointment of the independent auditors for the year ending December 31, 20112014 requires the affirmative vote of the holders of a majority of shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote.

Holders of common stock at the close of business on the record date of JulySeptember 22, 20112014 are entitled to vote at the Annual Meeting.

As of the close of business on JulySeptember 22, 2011,2014, there were 5,834,7256,140,207 shares of common stock outstanding.

Each share of common stock is entitled to one vote on each matter submitted to the Shareholdersshareholders at the Annual Meeting.

Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statementstatements and annual reports. This means that only one copy of our proxy statement and annual report to Shareholdersshareholders may have been sent to multiple Shareholdersshareholders in your household. The Company will promptly deliver a separate copy of either document to you if you contact the Secretary at the following address or telephone number: CVD Equipment Corporation, 1860 Smithtown Avenue, Ronkonkoma,355 South Technology Drive, Central Islip, NY 11779;11722; telephone: (631) 981-7081. IfIn addition, copies of both documents may be obtained from our website (www.cvdequipment.com, click on the button www.cvdproxy.com).If you want to receive separate copies of the proxy statement or the annual report to Shareholdershareholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact the Company at the above address or telephone number.

At the time of the Annual Meeting, the Board of Directors will consist of six incumbent directors, fiveall of which are seeking to be elected at the meeting (together with a new director nominee)Annual Meeting to serve until the next Annual Meeting or Special Meeting of Shareholders at which a new Board of Directors is elected and until their successors shall have been elected and qualified. The accompanying proxy card will be voted in favor of the persons named below to serve as directors, unless the Shareholdershareholder indicates to the contrary on the proxy card. Each of the nominees is currently one of the Company’s directors. See “Information Regarding Executive Officers and Directors” for biographical information as to each nominee.

Our Certificate of Incorporation and Bylaws provide for our Company to be managed by or under the direction of the Board of Directors.  Under our Certificate of Incorporation and Bylaws, the number of directors is fixed from time to time by the Board of Directors.   Our Board of Directors currently consists of six directors, four of which have been determined to be “independent” as defined by the applicable rules of the NASDAQ Capital Market. These “independent” directors are Messrs. Gunther, Temple, Swan, Walters and Walters.  Ms. Carol R. Levy, a director nominee, is also “independent.”Firestone. Consistent with the requirements of the NASDAQ Capital Market, we require that a majority of our Board of Directors be “independent” directors. The Company’s common stock is listed on the NASDAQ Capital Market under the trading symbol “CVV”. The Company is a “smaller reporting company” within the meaning of Item 10(f)(1) of Regulation S-K.

The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. Our Board of Directors meets on a regular basis and additionally as required. Written or electronic materials are distributed in advance of meetings as a general rule and our Board of Directors schedules meetings with, and presentations from, members of our senior management on a regular basis and as required.

Directors are elected at the Annual Meeting of Shareholders and hold office until our next Annual Meeting and until their successors are elected and qualified. Officers are appointed by the Board of Directors and serve at the pleasure of the Board of Directors.

The Board of Directors held fourseven (7) meetings during the 20102013 fiscal year. All of the directors attended at least 75% of the meetings of the Board of Directors and of the committees on which they served. While we encourage all members of the Board of Directors to attend Annual Meetings of Shareholders, there is no formal policy as to their attendance. At last year’s Annual Meeting of Shareholders, all sixfive members of the Board of Directors attended the meeting.

Conrad J. Gunther served until September 2009 on the Board of Directors of Halo Companies, Inc., a publicpublicly traded company, formerly known as GVC Venture Corp until September, 2009.

There were no legal proceedings required to be disclosed hereunder involving the nominees to the Board of Directors in the past ten years.

The Board has no formal policy with respect to separation of the positions of Chairman and CEO or with respect to whether the Chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time.  Currently, Leonard A. Rosenbaum serves as our Chairman, President and CEO. Given the fact that Mr. Rosenbaum, in his capacity as our President and CEO, is tasked with the responsibility of implementing our corporate strategy, we believe he is best suited for leading discussions, at the Board level, regarding performance relative to our corporate strategy, and this discussion accounts for a significant portion of the time devoted at our Board meetings.

Risk Management Oversight

Our management is responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. The Board’s responsibility is an important component ofto monitor our risk management processes concerning our material risks and evaluating whether management has reasonable controls in place to address the Company’s corporate strategy.  material risks. The Board has played, and continues to play, a very active role in providing on-going oversight to management in identifying and managing the material risks we face.

While the Board assessesperiodically reviews and discusses the overall risks we face, as well as risk management and mitigation in the context of specific risks at its committee levels,plans or projects being proposed or implemented, the Board as a whole, oversees ouralso exercises its overall responsibility for risk management process,oversight through its committees. The Audit Committee of the Board is primarily responsible for overseeing management’s processes for managing financial and discusses and reviews with management major policiesoperational risk in the Company. The Audit Committee also has primary responsibility at the Board level with respect to risk assessmentoverseeing the management of risks relating to the reliability of our financial reporting processes and risk management.system of internal controls. In connection with that responsibility, the Audit Committee has sole authority to retain and terminate the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm. The Board is regularly informed through its interactionsAudit Committee meets with management and committee reports about risks we face in the courseindependent registered public accounting firm to review and discuss the annual audited and quarterly unaudited financial statements, and reviews the integrity of our businessaccounting and financial reporting processes and audits of our financial statements.

Similarly, the Stock Option and Compensation Committee of the Board oversees risks associated with its areas of responsibility, including economic, financial, operational, legalthe risks associated with our compensation programs, policies and regulatory risks.

The following table sets forth the names, ages and positions within the Company of each of our directors, nominees for directors and executive officers.

The principal occupation and business experience of each of the directors, nominees for directors and executive officers are as follows:

Leonard A. Rosenbaum founded the Company in 1982 and has been our President, Chief Executive Officer and has served as Chairman of the Board of Director since that time. From 1971 until 1982, Mr. Rosenbaum was President, Director and a principal Shareholdershareholder of Nav-Tec Industries, a manufacturer of semiconductor processing equipment similar to the type of some of the equipment that we currently manufacture. From 1966 to 1971, Mr. Rosenbaum was employed by a division of General Instrument Corporation, a manufacturer of semiconductor materials and equipment.

Conrad J. Gunther has served as a member of our Board of Directors since 2000. Mr. Gunther has extensive experience in mergers and acquisitions and raising capital through both public and private means. He has been an executive officer and director of several banks, both public and private, and has served on the boards of two other public companies. He most recently served on the board of GVC Venture Corp., a public company from June 2004 until it merged with the Halo Companies in September 2009. Since January 2008, Mr. Gunther has been an executive officer of Community National Bank, a Long Island based commercial bank, where he is currently Executive Vice President. Mr. Gunther also continues to serve as the President of E-Billsolutions, Inc., a private company he founded in 2001. E-Billsolutions provides credit card processing to internet, mail order and telephone order merchants. We believe MrMr. Gunther’s qualifications to serve on our boardBoard of directorsDirectors include his experience and expertise in the financial community.

Glen R. Charles has been our Chief Financial Officer and Secretary since January 2004. From 2002 until 2004, he was the Director of Financial Reporting for Jennifer Convertibles Inc., the owner and licensor of the largest group of sofabedsofa bed specialty retail stores in the United States. From 1994 to 2002, Mr. Charles was the Chief Financial Officer of Trans Global Services, Inc., a provider of temporary technical services to the aerospace, aircraft, electronics and telecommunications markets. Mr. Charles has also had his own business in the private practice of accounting. Mr. Charles earned his B.S. in Accounting from the State University of New York at Buffalo.

Dr. Karlheinz Strobl has been the Vice President of Business Development since October 2007. From 1997 to 2007, until he joined the Company, he was the founder and President of eele Laboratories, LLC, Aa technology and manufacturing solutions development company for a novel Light Engine for the video and data projection display market. Dr. Strobl holds over 14fourteen patents and earned an MBAM.B.A. from Boston University, a Ph.D from the University of Innsbruck and an MS.M.S. from both the University of Innsbruck and the University of Padova. He has also worked at the Max Plank Institute and at Los Alamos National Laboratory.

The Nominating, Governance and Compliance Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our shareholders.  The Nominating, Governance and Compliance Committee will consider criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined in existing independence requirements of the NYSE Amex Market, NASDAQ Stock Market and the Securities and Exchange Commission, the business, scientific or engineering experience currently desired on the Board, geography, the nominee’s industry experience, and the nominee’s general ability to enhance the overall composition of the Board.

The Nominating, Governance and Compliance Committee does not have a formal policy on diversity; however, in recommending directors, the Board and the Committee consider the specific background and experience of the Board members and other personal attributes in an effort to provide a diverse mix of capabilities, contributions and viewpoints which the Board believes enables it to function effectively as the Board of Directors of a company with our size and nature of business.

The following table sets forth, as of July 22, 2011September 10, 2014 information regarding the beneficial ownership of the Company’s common stock by (a) each person who is known to the Company to be the owner of more than five percent of the Company’s common stock, (b) each of the Company’s directors, (c) each of the named executive officers, (d) all directors and executive officers and executive employees as a group and (e) all owners of more then five percent of the Company’s common stock as a group. For purpose of this table, a person or group of persons is deemed to have beneficial ownership of any shares that such person has the right to acquire within 60 days of July 22, 2011.

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2010.

In addition, the Company can terminate the Employment Agreement with Mr. Teitelbaum upon his death, disability or for “Cause,” as defined in the Employment Agreement.  The Employment Agreement also contains customary confidentiality and non-competition provisions. 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than ten percent of a registered class of the equity securities of the Company (“Reporting Persons”) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. In addition, Reporting Persons are required to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company’s review of (a) the copies of such reports and amendments thereto furnished to the Company by the Reporting Persons and (b) written representations from the Reporting Persons that no other reports were required, during the Company’s fiscal year ended December 31, 2010,2013, all of the filings for such Reporting Persons were made on a timely basis.

Our policy is that employees, non-employees, and third parties must obtain authorization from the appropriate department executive manager, for any business relationship or proposed business transaction in which they or an immediate family member has a direct or indirect interest, or from which they or an immediate family member may derive a personal benefit (a “related party transaction”). The maximum dollar amount of related party transactions that may be approved as a directordescribed above in this paragraph in any calendar year is $120,000. Any related party transactions that would bring the total value of such transactions to greater than $120,000 must be referred to the Audit Committee to determine the procedure for approval, and until May 16, 2011 served as our outside general counsel.  On May 16, 2011 Mr. Teitelbaum became an employee and now serves as inside general counsel. The Company incurred legal feesthen have the recommendations presented to the Board of Directors for Mr. Teitelbaum’s professional services of approximately $125,000 and $65,000 for the years ended December 31, 2010 and 2009, respectively.  As of December 31, 2010 and 2009, unpaid legal fees of approximately $125,000 and $65,000 respectively were due Mr. Teitelbaum for services rendered.

The Audit Committee has appointed MSPC (formerly Moore Stephens P.C.) as the Company’s independent public accountants for the fiscal year ending December 31, 2011.2014. The submission of the appointment of MSPC is not required by law or by the Company’s Bylaws. TheHowever, the Board of Directors is nevertheless submitting itthis proposal to the Shareholders to ascertain their views.shareholders as a matter of good corporate practice. If the Shareholdersshareholders do not ratify the appointment, the selection of other independent public accountants will be considered by the Audit Committee. Even if MSPC is ratified by the shareholders, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that doing so is in the best interests of the Company and its shareholders. If MSPC shall decline to accept or become incapable of accepting its appointment, or if its appointment is otherwise discontinued, the Audit Committee will appoint other independent public accountants. MSPC has served as the Company’s independent public accountants since 2005. The Board of Directors expects that a representative of MSPC will be present at the Annual Meeting to respond to appropriate questions from Shareholders,shareholders, and the Board of Directors will provide this representative with an opportunity to make a statement if he or she desires to do so.

The following table sets forth the fees billed to us by MSPC during the years ended December 31, 20102013 and 20092012 for: (i) the annual audit of the Company, unaudited quarterly reviews of financial statements including the Company’s reports on Form 10-Q and services by MSPC normally provided by them in connection with statutory and regulatory filings, for fiscal years 20102013 and 2009,2012, (ii) services by MSPC that are not reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, (iii) all other fees for services rendered.

The Company pre-approved all of the above described audit and non-audit services provided by MSPC and has pre-approved similar services to be rendered during fiscal year 2011.2014. The Audit Committee believes the rendering of these services is not incompatible with MSPC maintaining their independence.

Our Audit Committee Report that follows shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Actis composed of 1933 or“independent” directors, as determined in accordance with Rule 10A-3 of the Securities Exchange Act of 1934, notwithstanding any general statement contained1934. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors.

As described more fully in any such filing incorporating this proxy statement by reference, exceptits charter, the purpose of the Audit Committee is to assist the Board of Directors with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements, assessing the independent registered public accounting firm’s qualifications, independence and performance for us. Management is responsible for preparation, presentation and integrity of our financial statements as well as our financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The following is the Audit Committee’s report submitted to the extentBoard of Directors for 2013.

As part of its oversight of the Company incorporates such Report by specific reference.

In addition, the Audit Committee has met separately in executive session with management and have discussed MSPC’s independence with them.

Based on these reviews and discussions, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.