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 20102012 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the Company’s Application Laboratoryheadquarters at 979 Marconi Avenue, Ronkonkoma,355 South Technology Drive, Central Islip, New York 1177911722 at 10:00 A.M., Eastern Daylight SavingsStandard Time, on September 15, 2010,December 12, 2012, 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 10, 2010October 24, 2012 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 should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity, (for example, as an officer of a corporation, guardian, executor, trustee or custodian) you should indicate your name, title or capacity.

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, 2010;2012; and ( 3)(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. It is important that you instruct your broker how to vote shares held by you in street name using the voting instruction form provided by your broker.

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 fivesix 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, 20102012 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 August 6, 2010October 19, 2012 are entitled to vote at the Annual Meeting.

As of the close of business on August 6, 2010,October 19, 2012, there were 4,778,3256,046,970 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 statement 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,Ave, Ronkonkoma, NY 11779; telephone: (631) 981-7081.  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, whoall of which are seeking to be elected at the meetingAnnual 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. Levy.  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 221;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 foursixteen (16) meetings during the 20092011 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 six 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 public traded company, formerly known as GVC Venture Corp until September, 2009.Corp.

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.

The Board believes that risk management is an important component of the Company’s corporate strategy.  While the Board assesses specific risks at its committee levels, the Board, as a whole, oversees our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management.management including capital spending and financings, strategic planning and implementation, liquidity and financial results and internal controls over financial reporting. The Board is regularly informed through its interactions with management and committee reports about risks we face in the course of our business including economic, financial, operational, legal 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 DirectorsDirector 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 Board of Directors include his experience and expertise in the financial community.

Carol R. Levy has been President of Stillwater Investment, Inc. since 1986. In that capacity, she has led investment groups in the purchase of moderate-size-manufacturing companies. She currently serves as chairperson of B&P Process Equipment and Systems, a Certified Financial Manager (CFM). Mr. WaltersSaginaw, Michigan based manufacturer of large scale mixing and separation process equipment. Prior to forming Stillwater, Mrs. Levy spent two decades in lending and finance, including posts as Vice President of Prucapital, a subsidiary of Prudential Insurance and Vice President of J. Henry Schroder Bank and Trust Co. She holds a B.A. from Mt. Holyoke College, an M.A. from the University of Michigan, and an M.B.A. from New York University. She resides in Park City, Utah.  Ms. Levy is qualified to serve as an independent member of our boardBoard of Directors because of hisher experience in the alternative energyfinancial services and nanotechnology fields.manufacturing industries.

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 sofabed 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 is a Certified Public Accountant and 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.

We have a standing Audit Committee, Stock Option and Compensation Committee, and Nominating, Governance and Compliance Committee and Finance Committee.

The Audit Committee assists the full Board of Directors in its general oversight of our financial reporting, internal controls, and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. The Audit Committee reviews and discusses with management and our independent accountants the annual audited and quarterly financial statements, reviews the integrity of the financial reporting processes, both internal and external, reviews the qualifications, performance and independence of our independent accountants and prepares the Audit Committee Report included in the Company’s Annual Report on Form 10-K in accordance with rules and regulations of the Securities and Exchange Commission. The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. The audit Committee also acts as a qualified legal compliance committee.

Our Audit Committee consists of four independent members of the Audit Committee areBoard of Directors, Conrad J. Gunther, Alan H. Temple, Jr., Bruce T. Swan, and Kelly S. Walters.Walters and Carol R. Levy. As a smaller reporting company, we are required to have at least two independent members comprising our Audit Committee in accordance with Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the NASDAQ Capital Market. Our Board of Directors has determined that Messrs. Gunther, Temple, Swan, Walters and WaltersMs. Levy are “independent” under Rule 10A-3(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable rules of the NASDAQ Capital Market. The Board of Directors has determined that Mr. Gunther is an “audit committee financialqualifies as a “financial expert” within the meaning of(as defined in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act.

Except for the foregoing, there are no other arrangements for compensation of directors and there are no employment contracts between the Company and its directors or any change in control arrangements.

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, 2008,2011, all of the filings for such Reporting Persons were made on a timely basis.basis except for the following: (i) one report filed by Mr. Conrad Gunther on Form 4 on February 1, 2011 to report a grant of restricted shares and options on January 18, 2011; (ii) two reports filed by Mr. Leonard Rosenbaum on Form 4 on December 12, 2011 and December 15, 2011, to report the sales of common shares; (iii) one report filed by Mr. Bruce Swan on Form 4 on February 1, 2011 to report a grant of restricted shares and options on January 18, 2011 and one report on Form 4 on September 22, 2011, to report the sale of common shares; (iv) one report filed by Mr. Kelly S. Walters on Form 4 on February 1, 2011, to report a grant of restricted shares and options on January 18, 2011 and one report on Form 4 on December 23, 2011 to report the exercise of options and sale of common shares; (v) one report filed by Mr. Alan H. Temple Jr. on Form 4 on February 1, 2011 to report a grant of restricted shares and options on January 18, 2011.

Martin J. Teitelbaum serves as a director 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 fees for Mr. Teitelbaum’s professional services of approximately $65,000$45,000 and $90,000$125,000 for the years ended December 31, 20092011 and 2008,December 31, 2010, respectively.  As of December 31, 2009 and 2008,2011, unpaid legal fees of approximately $65,000 and $90,000 respectively$45,000 were due Mr. Teitelbaum for services rendered.

Charles Temple, son of Alan H. Temple, Jr., our director who retired in September 2011, is a non-officer employee of the Company.  The Company paid Charles Temple approximately $103,200$115,000 and $111,034$106,000 in salary during the fiscal years ended December 31, 20092011 and 20082010, respectively. In addition, Charles Temple received a benefit of approximately $6,400 relating to a stock grant of 2,000 shares during the year ended December 31, 2008.

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, 2010.2012.  The submission of the appointment of MSPC  is not required by law or by the Company’s Bylaws.  The Board of Directors is nevertheless submitting it to the Shareholders to ascertain their views.shareholders.  If the Shareholdersshareholders do not ratify the appointment, the selection of other independent public accountants will be considered by the Audit Committee.  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 MSP CMSPC 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, 20082011 and 20072010 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, including the Company’s registration statement related to our 2007 public offering, for fiscal years 20082011 and 2007,2010, (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) services rendered in connection with tax compliance, tax advice and tax planning and (iv) 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 2010.2012.  The Audit Committee believes the rendering of these services is not incompatible with MSPC maintaining their independence.