freqelec20181026_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): October 25, 2018

 

FREQUENCY ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-8061

11-1986657

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number) 

Identification No.)

 

55 Charles Lindbergh Blvd., Mitchel Field, NY

11553

(Address of principal executive offices)

(Zip Code)

                                             

(516) 794-4500

(Registrant's telephone number, including area code)

 

NONE

(Former name, former address and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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

 

On October 25, 2018, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  As of September 14, 2018, the record date for the Annual Meeting, there were 8,729,682 shares of Common Stock of the Company entitled to vote at the Annual Meeting.  A total of 8,244,706 shares or 93% of the shares of Common Stock entitled to vote at the Annual Meeting were represented in person or by proxy, and the stockholders:

 

●  

elected each of the Company’s nominees for director to serve for terms of one year and until their successors are elected and qualified,

 

●  

ratified the appointment of EisnerAmper LLP as the Company’s independent auditors for the fiscal year ending April 30, 2019, and

 

●  

approved, on a non-binding advisory basis, the Company’s executive compensation.

 

The voting results at the Annual Meeting were as follows:

 

1.

Election of the following seven directors:

 

DIRECTOR

 

FOR

 

 

WITHHELD

 

BROKER NON-VOTES

 

Martin B. Bloch

 

5,565,361

 

 

992,953

 

1,686,392

 

Joel Girsky

 

5,537,421

 

 

1,020,893

 

1,686,392

 

Jonathan Brolin

 

6,537,726

 

 

20,588

 

1,686,392

 

Richard Schwartz

 

5,565,361

 

 

992,953

 

1,686,392

 

Stanton D. Sloane

 

5,559,203

 

 

999,111

 

1,686,392

 

Russel Sarachek

 

5,565,361

 

 

992,953

 

1,686,392

 

Lance Lord

 

5,565,361

 

 

992,953

 

1,686,392

 

 

2.

Ratification of the appointment of EisnerAmper LLP as the Company’s independent auditors for the fiscal year ending April 30, 2019:

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

8,243,852

 

 

786

 

 

68

 

 

0

 

 

3.

Non-binding advisory vote on executive compensation:

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

6,502,329

 

 

50,204

 

 

5,781

 

 

1,686,392

 

 

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FREQUENCY ELECTRONICS, INC.

 

 

 

By:    /s/ Steven Bernstein                          

        Steven Bernstein

        Chief Financial Officer

 

Dated: October 26, 2018