Lucion P. Gygax, an author, entrepreneur and Executive Officer of Strike Fighter Squadron 204,Major in the Army National Guard, was appointed to the Board of Directors on January 15,in July 2015 and currentlyserves as Chairman of the Company’s Independent Directors Committee and a member of the Company’s Audit Committee. A decorated military officer, Mr. Gygax is the recipient of the Bronze Star and the Meritorious Service Medal, among other awards, and is a veteran of the Gulf War and the Iraq War. Mr. Gygax brings a diverse background to the board with experience in supply chain management, budget management, human resources and executive leadership. Mr. Gygax is the principal owner and managing partner of an event management company and is the Executive Officer of the Army National Guard’s 749th Combat Sustainment Support Battalion where he serves as chief of staff for a battalion of 600 personnel. He has over 25 years of experience in the United States Armed Forces, including prior leadership assignments as a Non-commissioned Officer, Battalion Support Operations Officer, Battalion Human Resources Officer, Battalion Operations Officer, Brigade Transportation Officer, Armor Company Commander and Recruiting Company Commander. Mr. Gygax’s leadership experience and achievements qualify him as a Company Director.

Christopher M. Marks was appointed to the Board of Directors in July 2016 and serves as an Independent Director of the Company and Chairman of the Company’s Audit Committee. Mr. PirroneMarks brings over 1525 years of leadershipfinancial planning and analysis experience into the United States Navy, including two deployments aboard the aircraft carrier USS Abraham Lincoln where he servedCompany as well as a Landing Signal Officerbackground in corporate law and Forward Air Controller Airborne.governance. He holds a Bachelor’s Degree in Business from Villanova University, a Master of Business Administration from St. Bonaventure University, and a Juris Doctorate with honors from the State University of New York at Buffalo. His extensive experience includes assignments aspracticing commercial and corporate law at Phillips Lytle, LLP in Buffalo, NY and several years working for the auditing and accounting firm Price Waterhouse in New York City. Mr. Marks is a squadron Division Officer, Department Head, instructor pilot, and member of the F/A-18 Hornet Tactical Demonstration Team. Throughout the course of his career, Mr. Pirrone has accumulated over 3,000 flight hours across six air platforms including the F/A-18A-D Hornet and the F/A-18E/F Super Hornet, and he has extensive experiencepartner in the quality, maintenance, and safety requirements associated with the motion control subsystems that incorporate the Company’s product line. As an Executive Officer and former Operations, Maintenance, Administrative, Safety, and Training Department Head in a Strike Fighter Squadron, Mr. Pirrone has years of experience with the direct leadership of organizations exceeding 200 employees, the administration of multimillion dollar budgets and budget auditing functions, and the oversight of hundreds of millions of dollars in assets. A native of western New York, Mr. Pirrone holds a Bachelor of Science in Civil Engineering from Tulane University’s School of Engineeringfinancial planning company Jensen, Marks, Langer & Vance (formerly Buffalo Financial Associates), where he participated in the Naval Reserve Officer Training Corps program.provides financial planning advice and investment management services. Additionally, Mr. Pirrone’s leadership and achievements qualify him as a Company Director.

Kenneth D. Trbovich has been a Company Director since 2012 and is currently the President of the Company.Company and a Director since 2012. Mr. Trbovich is a significant beneficial owneralso President and CEO of the Company’s common shares, and is the son of the Company’s founder. He firstsubsidiary, The Ontario Knife Company (OKC). Mr. Trbovich initially joined the Company on a part-time basis while attending College. After becoming a full-time employee, he hasin 1993 and held positions of successively increasing responsibilities that led to his current positionroles. He is listed as President of Servotronics, Inc.co-inventor on multiple patents or patents-pending used by the Company and CEOhas extensive project management and President ofbusiness development experience, coordinating Company business in the Ontario KnifeUnited States, Taiwan, Singapore, Australia, Germany, England, and other locations around the world. In addition to his positions within the Company, (a Company subsidiary). He isMr. Trbovich represents OKC on the Board of Regents of the American Knife and Tool Institute, and is listed as co-inventor on patent-pending applications that are incorporated in various successful Company products. Mr. Trbovich has traveled extensively while directing special projects in Australia, Singapore, Germany, England and other world locations. He is a Trustee for a Private Charitable Foundation and is active in various professional and business organizations in addition to servingserves on the Board of Trustees for Medaille College. HeCollege, and is an Event Participatora trustee for a private charitable foundation. Mr. Trbovich is a member of the National Association of Corporate Directors and Research Facilitator through the Company’s memberships in such organizations ashe also maintains Company relationships with industry associations including the Buffalo Niagara Partnership, the National Association of Manufacturers, and the Aerospace Industry Association, etc. A Life Member of Mensa, heAssociation. He holds two undergraduate degrees from Medaille College and Skidmore College in addition to earning Certificatescertificates from the State University of Completion for certain other Special Purpose ProgramsNew York at Buffalo’s School of Management and the University of Buffalo, theRochester’s Simon Graduate School of Business at the University of Rochester and others.Business. Mr. Trbovich’s achievements, operational insights, strategic planning continuity, wide-range multi-industry cognizance, specificexecutive experience, established industry knowledge, experienceassociations, and established associationslong tenure with the Company highly qualifies him as a Company Director.

The Directors recommend a vote FOR the fivesix nominees listed above. Unless instructed otherwise, proxies will be voted FOR these nominees.

CORPORATE GOVERNANCE AND BOARD MATTERS

Independent Directors

Under the NYSE MKT listing standards, at least 50% of the Company’s directors must meet the test of “independence” as defined by the NYSE MKT. The NYSE MKT standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board of Directors must affirmatively determine that a director has no relationship with the Company that would interfere with such person’s ability to exercise independent judgment as a member of the Company’s Board.

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ADDITIONAL COMPANY INFORMATION

The Board of Directors has determined that each current director and nominee is independent other than Dr. Trbovich, the Company’s Chairman of the Board and Chief Executive Officer, Mr. Trbovich, the Company’s President and Mr. Cosgrove, whose firm has provided legal services to the Company and its subsidiaries. In determining that Mr. Bear was “independent”, the Board considered the fact that the Company and its subsidiaries paid $69,200 to Full-Throttle Communications, Inc. in 2016 and is under contract to pay Full-Throttle Communications, Inc. $2,000 per month in 2017 for advertising services.

Committees and Meeting Data

The Board of Directors has a formalstanding Audit Committee comprisedand Independent Directors Committee. Each member of Mr. Pirroneeach of these committees is “independent” as that term is defined in the NYSE MKT listing standards. The Audit Committee consists of Messrs. Gygax, Hedges and Mr. HedgesMarks with Mr. PirroneMarks chairing the Committee and being designated as the Company’s “Audit Committee financial expert”. The Audit Committee meets with the Company’s Independent Auditors and reviews with them matters relating to corporate financial reporting and accounting procedures and policies, the adequacy of financial, accounting and operating controls, the scope of the audit and the results of the audit. The Audit Committee is also charged with the responsibility of submitting to the Board of Directors any recommendations it may have from time to time with respect to financial reporting and accounting practices, policies and financial accounting and operation controls and safeguards.

The Board has determined that Mr. Pirrone, Mr.Independent Directors Committee consists of Messrs. Gygax, Hedges and Marks with Mr. Cosgrove areGygax chairing the Committee. The Independent Directors pursuantCommittee is responsible for reviewing and recommending appropriate executive compensation policy and determining the compensation of the Company’s Directors and Executive Officers. The responsibilities of the Independent Directors Committee also include assessing Board membership needs and identifying, screening, recruiting, presenting director candidates to the listing standards of the NYSE MKT. In determining that Mr. Cosgrove was “independent”, the Board, considered the fact that the Cosgrove Law Firm, of which Mr. Cosgrove is the owner, received approximately $129,000 from the Company during 2014 for legal services. In determining that Mr. Pirrone was “independent”, the Board considered the facts that his brother is an employee (and not an executive officer) of the Company. The compensation paid to Mr. Pirrone’s brother in 2014 did not exceed $120,000.

The Board of Directors does not have a standing nominating or compensation committee. implementing policies regarding corporate governance matters and making recommendations regarding committee memberships.

Pursuant to Board resolutions, the full Board of Directors approves/ratifies all Director nominees after they are determined by the Independent Directors.Directors Committee. See “Director Nominating Process” on page 8.below. Additionally, the Independent Directors determine the compensation of the ChiefDirector and Executive Officer and all Executive Officers and suchcompensation determinations are subsequently submitted to the full Board of Directors for approval/ratification.

During the fiscal year ended December 31, 2014,2016, the Audit Committee met 4 times, the Independent Directors Committee met 43 times and the Board of Directors met 6 times. No Director attended less than 100% of the meetings held.held during the period that each individual served as a Director. Each Director is encouraged to attend the Annual Meeting of Shareholders. In 2014,2016, the Annual Meeting of Shareholders was attended by threefive of the fivesix Directors then in office.

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Code of Ethics

The Company has adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all Directors, Officers and employees of the Company as required by the listing standards of the NYSE MKT. The Code is available on the Company’s website at www.servotronics.com and the Company intends to disclose on this website any amendment to the Code. Waivers under the Code, if any, will be disclosed under the rules of the SEC and the NYSE MKT.

The Company also has a Whistleblower Policy, which is incorporated into the Code of Ethics and Business Conduct that requires Directors, executive officersExecutive Officers and employees to comply with appropriate accounting and internal controls and establishes procedures to report any perceived wrongdoing, questionable accounting or auditing matters in a confidential and anonymous manner.

Report of the Audit Committee of the Board of Directors

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee serves as the representative of the Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control, audit process and monitoring compliance with standards of business conduct. The Audit Committee operates under a written charter which is available on the Company’s website at www.servotronics.com. Management of the Company has primary responsibility for preparing financial statements of the Company as well as the Company’s financial reporting process. Freed Maxick CPAs, P.C. (“Freed Maxick”), acting as Independent Auditors, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles.

In this context, the Audit Committee hereby reports as follows:

1.

The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 20142016 with the Company’s Management.

2.

The Audit Committee has discussed with the Independent Auditors the matters required to be discussed by the Standards of the Public Company Accounting Oversight Board (PCAOB).

3.

The Audit Committee has received the written disclosures and the letter from the Independent Auditors required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence,and has discussed with Freed Maxick the matter of that firm’s independence.

4.

Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee approved that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014,2016, for filing with the Securities and Exchange Commission.

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Each member of the Audit Committee is independent as defined under the listing standards of the NYSE MKT.

	AUDIT COMMITTEE
	AUDIT COMMITTEE Christopher M. Marks, Chairman Lucion P. Gygax
	Mr. Rigel Pirrone, Chairman
	Donald W. Hedges, Esq.

Leadership Structure

Dr. Nicholas D. Trbovich is the Company’s Chairman of the Board and Chief Executive Officer. The Company believes that having one person hold the roles of Chairman of the Board and Chief Executive Officer is the most effective way at this time to organize the leadership structure of the Board of Directors. Having one person hold the roles of Chairman of the Board and Chief Executive Officer promotes unified leadership and direction for the Board and executive management and it allows for a single and clear focus for the chain of command to execute the Company’s strategic initiatives and business plans. Because Dr. Trbovich is primarily responsible for managing the Company’s day-to-day operations and strategic plan implementations, he is in the best position to chair meetings of the Board of Directors where key business and strategic issues are discussed.

Another component of our leadership structure is the active role played by non- management and independent Directors in overseeing the Company’s business, both at the Board and Committee level. The Board believes that the combined role of Chairman of the Board and Chief Executive Officer coupled with the existence of the Independentindependent Directors is the appropriate leadership structure for the Board of Directors at this time. ItThis structure provides sufficient independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of the Company’s business operations and strategic plan implementations. The Independent Directors Committee periodically reviewreviews this structure to assess its effectiveness on a continuing basis.

Board Oversight of Risk Management

The Board of Directors oversees the Company’s risk management process. This oversight is primarily accomplished through the Board’s committees and management’s reporting processes. The Company does not have a formal risk committee; however, the Audit Committee focuses on risk related to accounting, internal controls and financial and tax reporting. The Audit Committee also assesses economic and business risks and monitors compliance with ethical standards. The Independent Directors identifyCommittee identifies and overseeoversees risks associated with the Company’s executive compensation policies and practices, Director independence, related party transactions and the implementation of corporate governance policies.

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Director Nominating Process

The determination of the individuals to be nominated for the Board of Directors is made by the Independent Directors.Directors Committee. This determination is then subsequently submitted to the full Board of Directors for approval/ratification.

The Board has not adopted specific minimum criteria for director nominees. Nominees are identified by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service, the Board first considers the appropriateness of the size of the Board and then considers factors that it deems are in the best interests of the Company and its shareholders in identifying and evaluating a new nominee. Consistent with the concept of diversity, the Company recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion.

The Board will consider Director Nomineesdirector nominees from any reasonable source, including nominees suggested by incumbent Board Members and Management as well as Shareholder recommendations tendered in accordance with the Company’s advance notice provisions. The Company does not currently employ an executive search firm, or pay a fee to any other third party, to locate qualified candidates for director positions.

Directors’ Compensation

The Company’s Non-employee Director Compensation Policy was revised effective October 1, 2015. The Board amended and restated the policy on June 10, 2016. Under the Company’s compensation arrangements, Independentthat policy, Non-employee Directors are paid a yearly Director’s feean annual cash retainer of $22,500$50,000, payable in twelve monthly installments, plus a per-meeting fee of $1,000 and reimbursement of actual expenses for attendance at Board or Committee meetings. The Chairperson of the Audit Committee and the Independent Directors Committee are also paid a $7,500$10,000 annual cash retainer, for committee service plus a per-meeting fee of $750 and reimbursement of actual expenses for attendance at committee meetings.

payable in twelve monthly installments.

The following table contains information with respect to the total compensation paid to the IndependentNon-employee Directors for the year ended December 31, 2014.2016.

		Fees Earned or
Name			Paid in Cash
Edward C. Cosgrove		$	33,500
Lucion P. Gygax		$	42,750
Donald W. Hedges		$	37,750
Christopher M. Marks		$	22,500
Rigel D. Pirrone		$	41,236

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			Fees Earned or
	Name		Paid in Cash
	Dr. William H. Duerig		$	39,000
	Donald W. Hedges		$	39,000
	Edward C. Cosgrove		$	39,000

Sadly in January 2015, former Board member Dr. William H. Duerig passed away. Dr. Duerig was an exceptional individual who made significant and lasting contributions to the Company and his presence on the Board is greatly missed.

Shareholder Communications with the Board of Directors

Shareholders who wish to contact the Board of Directors or any of its members may do so by addressing their written correspondence to Board of Directors, 1110 Maple Street, P.O. Box 300, Elma, New York 14059. Correspondence directed to an individual Board member will be referred, if appropriate, to that member. Correspondence not directed to a particular Board member will be referred, if appropriate, to the Chairman of the AuditIndependent Directors Committee.

EXECUTIVE OFFICERS

The following is a listing of the Company’s current Executive Officers:

Name		Age		Position with the Company and Principal Occupation and Business Experience for Past Five Years
Dr. Nicholas D. Trbovich		7981		Founder, Chairman of the Board of Directors; Chief Executive Officer of the Company for more than five years; Also, President of the Company for more than five years before October 2010.September 2012.
Kenneth D. Trbovich		4042		Director of the Company since November 2012; President of the Company since September 2012; Vice President of the Company from 2010-2012; Director of Special Projects 2007-2010.2010-2012.
Cari L. Jaroslawsky		45		Treasurer and
Lisa F. Bencel		59		Chief Financial Officer since January 16, 2017; Global Controller and Treasurer with kgb for more than five years prior to August 2016.
Salvatore SanFilippo		68		Senior Vice President of the Company since 2005; CPA Consultant/ Controller for2010.
James C. Takacs		51		Senior Vice President of the Company since September 21, 2016; Vice President of the Company for more than five years prior to 2005.
Salvatore San Filippo		66		Senior Vice President of the Company since 2010; Vice President of the Company 2007-2010.
James C. Takacs		49		Vice President of the Company since 2010; Director of Operations 2006-2010.September 2016.

Kenneth D. Trbovich, Director and Executive Officer, is the son of Dr. Nicholas D. Trbovich.

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EXECUTIVE COMPENSATION

The Summary Compensation Table as shown on page 11 quantifies the amount or value of the different forms of compensation earned by or awarded to the NamedCompany’s Chief Executive OfficersOfficer, the next two most highly compensated officers of the Company and one additional individual who would have been among the most highly compensated officers, except that she was not serving as an officer at the end of 2016, (the “Named Officers”) in fiscal 20142016 and 20132015 and provides a dollar amount for total compensation. Descriptions of the material terms of the employment agreements with certain Named Executive Officers are provided under “Employment Agreements” below.

The Compensation Process Overview

The Company does not have a standing compensation committee.

The Independent Directors determineCommittee functions as the compensation committee of the Board and determines the compensation of the NamedCompany’s Executive Officers in accordance with the NYSE MKT listing standards. Management playsCompensation of the Company’s Executive Officers is recommended to the Board for determination by the Independent Directors Committee with the Chief Executive Officer and President playing a significantsupporting role in the compensation-setting process for the Company’s other than compensation of the Chief Executive Officer which is determined solely by the Independent Directors.Officers. The most significant aspects of management’s role are evaluating employee performance, recommending business performance targets and objectives, and recommending salary levels and other compensation awards.

2014awards, however final compensation determinations for all Executive Officers are approved by the Board upon the recommendation of the Independent Directors Committee.

2016 Base Salary

The Independent Directors seekCommittee seeks to provide the NamedCompany’s Executive Officers with a level of assured cash compensation in the form of base salary that is commensurate with their professional status, accomplishments and geographic location. The base salaries are reviewed annually by the Independent Directors Committee and are adjusted from time to time to recognize competitive market data, the officer’s level of responsibility, outstanding individual performance, promotions and internal equity considerations. For the year ended December 31, 2014,2016, base salary paid to each of the Named Executive OfficersOfficer is as set forth in the Summary Compensation Table, on page 11.

2014Table.

2016 Bonus

The Company may also make cash awards to the Named Executive Officers and other employees that are not part of any pre-established, performance-based criteria. Awards of this type are completely discretionary and subjectively determined by the Board upon the recommendation of the Independent Directors Committee at the time they are awarded. In the event this type of cash award is made, it is reflected in the “Summary Compensation Table” under a separate column entitled “Bonus.” For 2014,2016, the final amount of officer bonuses, wereif any, have not awarded pursuant to any pre-established, performance-based criteria set by the Independent Directors. Rather, the bonuses were awarded in recognition of the efforts of the Named Executive Officers to control costs and expenses and improve Company profitability, through revenue expansion, leadership and product innovation. The Company was under no obligation to award the cash bonuses and is under no obligation to award future cash bonuses.

been determined at this time.

Equity Awards

Pursuant to the 2012 Long-Term Incentive Plan, as approved by the Company’s shareholders, the Independent Directors Committee may grant equity awards, the vesting of which may be based on the passage of time, achievement of performance conditions or vesting conditions otherwise determined by the Independent Directors. No equityDirectors Committee. On April 11, 2016, the Company awarded the following number of restricted shares to the Executive Officers pursuant to the 2012 Long-Term Incentive Plan; Dr. Trbovich 15,000 shares; Mr. Trbovich 15,000 shares; Ms. Jaroslawsky 4,500 shares; Mr. Takacs 3,750 shares; and Mr. San Filippo 3,750 shares. These shares will vest on January 1, 2018. These awards were made toapproved and are reflected in the Named Executive Officers in 2014.

Summary Compensation Table as 2016 compensation in accordance with the rules of the SEC. Ms. Jaroslawsky forfeited 9,000 unvested shares upon departure from the Company on October 7, 2016.

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Summary Compensation Table

The following table contains information with respect to the annual compensation for the years ended December 31, 20142016 and 20132015 for the Company’s Chief Executive OfficerNamed Officers.

Name and Principle Position		Year				Salary				Bonus (1)				All Other Compensa- tion (2)				Total
Dr. Nicholas D. Trbovich			2016			$	580,786				TBD			$	146,096			$	726,882
Chairman and CEO			2015			$	574,058			$	108,000			$	119,251			$	801,309
Kenneth D. Trbovich			2016			$	382,011				TBD			$	30,953			$	412,964
President			2015			$	351,476			$	85,000			$	31,335			$	467,811
Salvatore SanFilippo			2016			$	190,045				TBD			$	27,675			$	217,721
Senior Vice President			2015			$	184,313			$	38,000			$	27,091			$	249,404
Cari L. Jaroslawsky			2016			$	182,688				-			$	183,994			$	366,682
Former CFO and  Treasurer			2015			$	224,788			$	59,500			$	36,635			$	320,923

(1)       For 2016, Bonus amounts have not been determined at this time but will be reported on a Current Report on Form 8-K when finally determined.

(2) All Other Compensation for 2016 includes (i) $4,518 for each of Dr. Trbovich and Mr. Trbovich and $4,134 for Mr. SanFilippo in connection with the allocation of shares of Common Stock under the Servotronics Inc. Employee Stock Ownership Plan (“ESOP”) valued as of the closing price on November 30, 2016 (the date of allocation); (ii) $118,054 and $67,431 for Dr. Trbovich and Ms. Jaroslawsky, respectively, for vacation pay in lieu of time off pursuant to a policy that is generally applicable to all employees of the Company; (iii)$8,819, $428, $3,628 and $429 for Dr. Trbovich, Mr. Trbovich, Mr. SanFilippo and Ms. Jaroslawsky, respectively, for life insurance; (iv) $10,205, $18,439, $18,787 and $24,784for Dr. Trbovich, Mr. Trbovich, Mr. SanFilippo and Ms. Jaroslawsky, respectively, for health insurance premiums and the two most highly compensated Executive Officers whoreimbursement of medical/ health related expenses not covered under the Company’s health insurance plans; (v) $3,068 for personal use of a company car for Mr. Trbovich; (vi) $4,500 for each of Dr. Trbovich and Mr. Trbovich, $1,125 for Mr. SanFilippo and $1,350 for Ms. Jaroslawsky in dividends on unvested restricted stock awards that were servingpreviously granted in 2013 as Executive Officers at December 31, 2014.

Name and								Stock								All Other
Principal Position		Year		Salary				Awards (1)				Bonus				Compensation (2)				Total
Dr. Nicholas D. Trbovich		2014		$	578,300				-			$	40,000			$	105,171			$	723,471
Chairman and CEO		2013		$	574,111			$	486,000			$	69,000			$	326,505			$	1,455,616
Kenneth D. Trbovich		2014		$	294,484				-			$	33,500			$	16,388			$	344,372
President		2013		$	227,385			$	486,000			$	47,500			$	22,751			$	783,636
Cari L. Jaroslawsky		2014		$	208,077				-			$	23,500			$	32,554			$	264,131
CFO		2013		$	195,974			$	145,800			$	37,500			$	49,986			$	429,260

well as the additional award in 2016 and (vii) a $90,000 lump sum payment to Ms. Jaroslawsky in connection with her departure pursuant to a Separation Agreement dated October 7, 2016.

(1)- 12 -

Represents the total grant date fair value of stock awards on the date of the award. The fair value of these awards were based on the closing price of the Company’s common stock as reported on the NYSE MKT on the grant date.

(2)

All Other Compensation for 2014 includes (i) an allocation of 594 shares of Common Stock under the Servotronics Inc. Employee Stock Ownership Plan (“ESOP”) for Dr. Trbovich, Mr. Trbovich, and Ms. Jaroslawsky valued as of the closing price on November 30, 2014 (the date of allocation) of $6.45 per share; (ii) $55,606 for Dr. Trbovich for vacation pay in lieu of time off pursuant to a policy that is generally applicable to all employees of the Company; (iii) $11,124, $378 and $583 for Dr. Trbovich, Mr. Trbovich and Ms. Jaroslawsky respectively, for life insurance; (iv) $34,608, $8,076 and $28,138 for Dr. Trbovich, Mr. Trbovich and Ms. Jaroslawsky respectively, for health insurance premiums and the reimbursement of medical/health related expenses not covered under the Company’s health insurance plans; (v) $4,100 for personal use of a company car for Mr. Trbovich.

Employment Agreements

Dr. Trbovich and Mr. Trbovich have employment agreements with the Company pursuant to which they are entitled to receive minimum salary compensation as set forth in the respective agreement, or such greater amount as the Company’s Board of Directors may approve/ratify. On March 20, 2015February 26, 2016 the Board of directorsDirectors approved base salaries for Dr. Trbovich and Mr. Trbovich of $578,300$613,880 and $350,000,$385,000, respectively, per annum. In the event of death or total disability during the term of the employment agreement, he or his estate is entitled to receive 50% of the compensation he is receiving from the Company at the time of his death or disability during the remainder of the term of the employment agreement. Also, in the event of (i) a breach of the agreement by the Company, (ii) a change in control of the Company, as defined, or (iii) a change in the responsibilities, positions or geographic office location, he is entitled to terminate the agreement and receive a payment of 2.99 times their average annual compensation from the Company for the preceding five years. If this provision is invoked and the Company makes the required payment, the Company will be relieved of any further salary liability under the agreement notwithstanding the number of years covered by the agreement prior to termination. The term of the agreement extends to and includes December 31, 2017 for Dr. Trbovich, and December 31, 2019 for Kenneth Trbovich provided however, the term of the agreement will be automatically extended for one additional year beyond its then expiration date unless either party has notified the other in writing that the term will not be extended. If the Company elects not to extend the agreement, he will be entitled to a severance payment equal to nine months’ salary and benefits.

The Company provides certain individual and spousal post-retirement health and life insurance benefits for Dr. Trbovich and Kenneth Trbovich. Upon retirement and after attaining at least the age of 65, the Company will pay for the retired executives and dependents health benefits and will continue the Company-provided life insurance offered at the time of retirement. The retiree’s health insurance benefits ceases upon the death of the retired executive. The actuarially calculated future obligation of the benefits at December 31, 20142016 and 20132015 for both Dr. Trbovich and Kenneth Trbovich is $202,302$346,236 and $165,478$260,114 respectively.

On October 7, 2016 the Company entered into an agreement with Cari L. Jaroslawsky, our former Chief Financial Officer, who resigned from the Company effective October 7, 2016 (the “Agreement”). The Agreement provides that, in consideration of the execution and performance of the Agreement by Ms. Jaroslawsky, she will receive a lump-sum payment of $90,000.  As consideration for the above payment, Ms. Jaroslawsky agreed to ordinary and customary provisions regarding confidentiality, cooperation and non-disparagement, and executed a release of any and all claims she may have as a result of her employment with the Company. Ms. Jaroslawsky also is entitled to receive any benefits she has accrued under the Company’s Employee StockOwnership Plan and 401(k) plan.

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Outstanding Equity Awards at 20142016 Fiscal Year End

The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2014. All of the options granted to the Named Executive Officers are fully vested and exercisable.

		Option Awards												Stock Awards
Named Executive Officer		Number of securities underlying unexercised options (#)				Option exercise price				Option expiration date				Number of shares or units of stock that have not vested (#)				Market value of shares or units of stock that have not vested ($)(1)
Dr. Nicholas D. Trbovich			-				-			-					45,000	(2)		$	292,050
Kenneth D. Trbovich			-				-			-					45,000	(3)		$	292,050
Cari L. Jaroslawsky			1,000			$	4.70			12/29/2015					13,500	(4)		$	87,615

(1)      Value is based on the closing price of the Company’s common stock of $6.49 on December 31, 2014, as reported on the NYSE MKT.

(2)      Dr. Trbovich’s restricted stock holdings as of December 31, 2014 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 2015; 15,000 shares on January 1, 2016 and 15,000 shares on January 1, 2017.

(3)      Mr. Trbovich’s restricted stock holdings as of December 31, 2014 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 2015; 15,000 shares on January 1, 2016 and 15,000 shares on January 1, 2017.

(4)      Ms. Jaroslawsky’s restricted stock holdings as of December 31, 2014 vest as follows provided that she remains employed by the Company on such dates: 4,500 shares on January 1, 2015; 4,500 shares on January 1, 2016 and 4,500 shares on January 1, 2017.

2016.

		Stock Awards
Named Officer		Number of shares or units that have not vested (#)				Market value of shares or units of stock that have not vested($)(1)
Dr. Nicholas Trbovich			30,000	(2)		$	302,100
Kenneth D. Trbovich			30,000	(3)		$	302,100
Salvatore SanFilippo			6,750	(4)		$	67,972
Cari L. Jaroslawsky			-	(5)			-

(1)

Value is based on the closing price of the Company’s common stock of $10.07 on December 31, 2016, as reported on the NYSE MKT.

(2)

Dr. Trbovich’s restricted stock holdings as of December 31, 2016 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 2017 and 15,000 shares on January 1, 2018.

(3)

Mr. Trbovich’s restricted stock holdings as of December 31, 2016 vest as follows provided that he remains employed by the Company on such dates: 15,000 shares on January 1, 2017 and 15,000 shares on January 1, 2018.

(4)

Mr. SanFilippos’s restricted stock holdings as of December 31, 2016 vest as follows provided that he remains employed by the Company on such dates: 3,000 shares on January 1, 2017 and 3,750 shares on January 1, 2018.

(5)

Ms. Jaroslawsky forfeited 9,000 restricted stock holdings upon departure from the Company on October 7, 2016.

Certain Relationships and Related Transactions

Kenneth D. Trbovich, Director of the Company, is an inventor or co-inventor of certain issued patents and patent pending applications that are used in the business of a subsidiary of the Company. The patents have been and are currently used by the subject subsidiary on a royalty-free basis with Mr. Trbovich’s consent.

- 14 -

The Cosgrove Law Firm, of which Edward C. Cosgrove is the owner, received approximately $129,000 from the Company during 2014 for legal services. The Audit Committee reviewed these transactions and concluded, in view of the nature of the services and the manner in which they are requested, the transactions were at least as favorable to the Company as would be obtainable from a third party. Mr. Cosgrove is not involved in the selection of the Company’s counsel and the existing relationship with the law firm was not part of the basis for Mr. Cosgrove’s election to the board.

Proposed transactions between the Company and a related person are submitted to the Independent Directors Committee for their determinations. In making its determinations, the Independent Directors Committee consider, among other factors, whether the proposed transaction is in the Company’s best interest and is on terms no less favorable to the Company than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Also, the Independent Directors Committee may, at theirits discretion, request an independent appraisal if an independent appraisal has not already been provided. A related party is excluded from participating in the determinations of the Independent Directors.

Directors Committee.

OWNERSHIP OF COMPANY STOCK

Security Ownership of Certain Beneficial Owners

The following table lists the persons that owned beneficially, as of April 2, 2015,March 16, 2017, more than 5% of the outstanding shares of Common Stock of the Company, based on the Company’s records. Unless otherwise stated, each person has sole voting and investment power with respect to the shares of Common Stock indicated as beneficially owned by that person.

Name and Address of		Amount and Nature of				Percent of
Beneficial Owner		Beneficial Ownership				Class (1)
Servotronics, Inc. Employee Stock Ownership Trust (2)			604,813	(2)			24.81	%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Dr. Nicholas D. Trbovich (3)			545,731	(3)			22.38	%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Harvey Houtkin (4)			352,088	(4)			14.44	%
160 Summit Avenue
Montvale, New Jersey 07645
FMR LLC (5)			163,256	(5)			6.7	%
245 Summer Street Boston, Massachusetts  02210

---

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class (1)
Servotronics, Inc. Employee Stock Ownership Trust (2)			550,487	(2)			22.61	%
1110 Maple Street P.O. Box 300 Elma, New York 14059
Dr. Nicholas D. Trbovich (3) 1110 Maple Street P.O. Box 300 Elma, New York 14059			504,210	(3)			20.71	%
Harvey Houtkin (4) 160 Summit Avenue			352,088	(4)			14.46	%
Montvale, New Jersey 07645
FMR LLC (5) 245 Summer Street Boston, Massachusetts 02210			163,256	(5)			6.71	%

(1)

Percent of class is based upon 2,438,2092,434,449 shares of Common Stock outstanding as of April 2, 2015.March 16, 2017.

(2)

The Trustees of the Servotronics, Inc. Employee Stock Ownership Trust (the “ESOT”) --— Dr. Nicholas D. Trbovich and Kenneth D. Trbovich --— direct the voting of unallocated shares. The participants in the related plan have the right to direct the voting of shares which have been allocated to their respective accounts; if a participant does not direct the vote, the Trustees may direct the vote of that participant’s shares. As of April 2, 2015,March 16, 2017, approximately 427,959410,195 shares are allocated to the accounts of participants and approximately 176,853140,292 shares remain unallocated.

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(3)

This amount includes (i) 22,80919,809 shares held by a charitable foundation for which Dr. Trbovich serves as a Trustee (ii) 30,00015,000 shares of restricted stock that has not yet vested and (iii) approximately 41,05638,573 shares allocated to Dr. Trbovich’s account under the ESOT. These amounts do not include the shares beneficially owned by certain of Dr. Trbovich’s other relatives. Also, except as set forth in this note (3), does not include shares held by the ESOT as to which Dr. Trbovich serves as one of the two Trustees. See note (2) above.

(4)

This information is based on a statement on Schedule 13D, as last amended on February 12, 2004, filed by Mr. Houtkin with the Securities and Exchange Commission. According to Mr. Houtkin’s statement, he had sole voting and investment power with respect to 190,000 shares and shared voting and investment power with respect to 162,088 shares. Mr. Houtkin disclaimed beneficial ownership in additional shares owned by other members of his family. The Company has received no further information from Mr. Houtkin or on his behalf.

(5)

According to a Schedule 13G filed by FMR LLC with the SEC on February 13, 2015, as of December 31, 2014, Fidelity Management & Research Company, a wholly-ownedwholly- owned subsidiary of FMR LLC, is the beneficial owner of 163,256 shares of our common stock, as a result of acting as an investment adviser to various investment companies registered under the Investment Company Act of 1940. Edward C. Johnson 3d, Chairman of FMR LLC, Abigail P. Johnson, Director, Vice Chairman, Chief Executive Officer and President of FMR LLC and FMR LLC, through its control of Fidelity Management & Research Company and the funds, each has sole power to dispose of the 163,256 shares of our common stock owned by such funds. The ownership of one investment company, Fidelity Low-Priced Stock Fund, amounted to 158,000 shares of our common stock. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by such funds, which power resides with the funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the funds’ Boards of Trustees.

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Security Ownership of Management

The following table sets forth, as of April 2, 2015March 16, 2017 information as to the beneficial ownership of shares of Common Stock of the Company held by each Director, Named Executive Officer and by all Directors and Officers as a group (each individual listed in the following table has sole voting and investment power with respect to the shares of Common Stock indicated as beneficially owned by that person, except as otherwise indicated):

Name of		Amount and Nature of				Percent of
Beneficial Owner		Beneficial Ownership				Class (1)
Dr. Nicholas D. Trbovich			545,731	(2)			22.38	%
Kenneth D. Trbovich			54,340	(3)			2.23	%
Cari L. Jaroslawsky			18,583	(4)			0.76	%
Donald W. Hedges, Esq.			29,761	(5)			1.22	%
Edward C. Cosgrove, Esq.			-				-
Rigel D. Pirrone			-				-
All Directors and Officers as a group			901,214	(6)			36.95	%

---

group:

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class (1)
Dr. Nicholas D. Trbovich			504,210	(2)			20.71	%
Kenneth D. Trbovich			57,956	(3)			2.38	%
Salvatore SanFilippo			19,864	(4)			0.82	%
Edward C. Cosgrove, Esq.			-				-
Lucion P. Gygax			-				-
Donald W. Hedges, Esq.			29,761				1.22	%
Christopher M. Marks			-				-
Rigel D. Pirrone			-				-
All Directors and Officers as a group			785,722	(5)			32.28	%

(1)

Percent of class is based upon 2,438,2092,434,449 shares of Common Stock outstanding as of April 2, 2015 plus the number of shares subject to stock options held by the indicated person or group.March 16, 2017.

(2)

See note (6)(5) below and note (3) to the table in “Security Ownership of Certain Beneficial Owners”.

(3)

This amount includes (i) 3,9024,955 shares allocated to Mr. Trbovich’s account under the ESOT and (ii) 30,00015,000 shares of restricted stock that has not yet vested. Except as set forth in the preceding sentence, does not include shares held by the ESOT as to which Mr. Trbovich serves as one of the Trustees. See Note (6)(5) below.

(4)

This amount includes (i) 1,000 shares which Ms. Jaroslawsky has the right to acquire under stock options which are currently exercisable (ii) approximately 2,3787,180 shares allocated to Ms. Jaroslawsky’sMr. SanFilippo’s account under the ESOT and (iii) 9,000(ii) 3,750 shares of restricted stock that has not yet vested.

(5)

Mr. Hedges has sole voting and investment power with respect to 18,838 shares and shared voting and investment power with respect to 10,923 shares. Does not include 475 shares held by Mr. Hedges’ wife as he does not have beneficial voting power.

(6)

See notes (2) through (6)(4) above. Also includes (i) shares owned by Salvatore San Filippo, Senior Vice President, and James C. Takacs, Senior Vice President and (ii) unallocated shares held by the ESOT over which certain officers, as Trustees of the ESOT, may be deemed to have voting power, as well as shares allocated to the accounts of all Officers as a group under the related plan. See the table in “Security Ownership of Certain Beneficial Owners” and note (2) thereto.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on its review of reports filed pursuant to Section 16(a) of the Securities Exchange Act or representations from Directors and Executive Officers required to file such reports, the Company believes that all such filings required of its Executive Officers and Directors and greater than 10% beneficial owners (subject to the qualifications in the following sentence) were timely made for 2014.2016. The Company does not have information with respect to the reporting compliance of Mr. Houtkin or on his behalf.

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PROPOSAL 2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Freed Maxick CPAs, P.C. (“Freed Maxick”) has been selected by the Board of Directors as the independent public accountants for the Company’s current fiscal year. A representative of Freed Maxick is expected to be present at the meeting with the opportunity to make a statement if he desires to do so and will be available to respond to appropriate questions of shareholders.

At the Annual Meeting, the shareholders will be asked to ratify the selection of Freed Maxick as the Company’s independent registered public accounting firm. Pursuant to the rules and regulations of the Securities and Exchange Commission, the Audit Committee has the direct responsibility to appoint, retain, fix the compensation and oversee the work of the Company’s independent registered public accounting firm. In the event that the shareholders fail to ratify the selection, it will be considered as a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Annual Meeting, is required to ratify the appointment of Freed Maxick. The Directors of the Company unanimously recommend a vote “FOR” the ratification of Freed Maxick as the Company’s independent registered public accounting firm for 2015.2017. Unless otherwise instructed, proxies will be voted “FOR” ratification of the appointment of Freed Maxick.

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Freed Maxick CPAs, P.C. for fiscal years 20142016 and 2013.

		2014				2013
Audit Fees (1)		$	109,500			$	102,750
Tax Service Fees (2)			40,150				46,000
Total		$	149,650			$	148,750

---

2015.

		2016				2015
Audit Fees (1)		$	103,250			$	102,500
Tax Service Fees (2)			39,500				51,300
Total		$	142,750			$	153,800

(1)

Audit fees represent fees for professional services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.

(2)

Tax service fees principally included fees for tax preparation and tax consulting services.

The Audit Committee pre-approves audit and non-audit services provided by Freed Maxick.

The Audit Committee of the Board of Directors has considered whether provision of the services described above is compatible with maintaining our accountant’s independence and has determined that such services have not adversely affected Freed Maxick’s independence.

- 18 -

SHAREHOLDER PROPOSALS FOR THE 20162018 ANNUAL MEETING

Proposals for the Company’s Proxy Material

Shareholder proposals must be received at the Company’s offices no later than December 31, 2015,6, 2017, 120 days prior to the anniversary of the 2017 mailing date (April 5), in order to be considered for inclusion, if appropriate, as a shareholder proposal in the Company’s proxy materials for the 20162018 Annual Meeting. Such proposals must also meet the other requirements established by the SEC for shareholder proposals.

Proposals to be introduced at the Annual Meeting, but not intended to be included in the Company’s Proxy Material

For any shareholder proposal to be presented in connection with the 20162018 Annual Meeting of Shareholders, a shareholder must give timely written notice thereof to the Company in compliance with the advance notice provisions of the federal securities laws. To be timely, a qualified shareholder must give written notice to the Company at the Company’s offices no later than March 16, 2016.

February 19, 2018.

OTHER MATTERS

So far as the Directors are aware, no matters other than the election of Directors and ratification of the engagement of Independent Auditors will be presented to the meeting for action on the part of the shareholders. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote thereon the shares to which the proxy relates in accordance with their best judgment.

	By Order of the Directors
	/s/ Nicholas D. Trbovich
	Dr. Nicholas
Elma, New York	Dr. Nicholas D. TrbovichTrbovich
	Founder, Chairman of the Board of Directors
	and Chief Executive Officer

- 19 -

Elma, New York

SERVOTRONICS, INC.	PROXY
1110 Maple Street	THIS PROXY IS SOLICITED ON
P.O. Box 300	BEHALF OF THE BOARD OF DIRECTORS
Elma, New York 14059

Elma, New York 14059

The undersigned hereby appoints Dr. Nicholas D. Trbovich and Kenneth D. Trbovich or either of them, as Proxies, each with full power of substitution, and hereby authorizes them to represent and to vote as indicated below all shares of Servotronics, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on May 29, 201512, 2017 at the offices of Jaeckle FleischmannBond, Schoeneck & Mugel, LLP,King, PLLC., Avant Building - Suite 900, 200 Delaware Avenue, Buffalo, NY 14202, or any adjournments thereof:

1.	Election of Directors
	Nominees:		oFor All¨	oWithhold All¨	oFor All Except¨
	01) Edward C. Cosgrove, Esq.Jason T. Bear	04) Kenneth D. TrbovichChristopher M. Marks	To withhold authority to vote for any individual
	02) Mr. Rigel D. PirroneEdward C. Cosgrove, Esq.	05) Dr. NicholasKenneth D. Trbovich	nominee(s), mark “For All Except” and strike a
	03) Donald W. Hedges, Esq. Lucion P. Gygax	06) Dr. Nicholas D. Trbovich	line through his name:
2.	Ratification of the appointment of the Company’s independent
	registered accounting firm for the 20152017 fiscal year.		Foro     For¨	Againsto     Against ¨	oAbstain
			(Continued and to be signed on the reverse side)¨

Meeting Attendance

Check this box to pre-register to attend the Annual Meeting.¨

(Continued and to be signed on the reverse side)

 

(Continued from other side)

The shares represented by this Proxy will be voted as directed by the shareholder. The Board of Directors favors a vote FOR the nominees named in Proposal 1 and FOR Proposal 2. If no direction is made, the Proxy will be voted with the Board’s recommendations. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

Please date and sign your name exactly as it appears below and return this Proxy promptly in the enclosed envelope, which requires no postage if mailed in the United States.

	Dated		, 20152017
	Signature
	Signature
	Joint owners should each sign. Executors, administrators, trustees, guardians and corporate officers should indicate their title.