frequencyelectronics8k100913.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2013
 
FREQUENCY ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
1-8061
11-1986657
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer 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) 
 
____________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. 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))
 
 
 
 
 
ITEM 5.07.    Submission of Matters to a Vote of Security Holders

On October 8, 2013, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  As of August 27, 2013, the record date for the Annual Meeting, there were 8,513,076 shares of Common Stock of the Company entitled to vote at the Annual Meeting.  A total of 6,884,928 shares or 81% 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 fiscal year 2014,
 
·  
approved, on a non-binding basis, the Company’s executive compensation plan, and
 
·  
decided that future non-binding advisory votes on executive compensation will be held every year.
 
The voting results at the Annual Meeting were as follows:
 
1.  Election of the following five directors:
 
DIRECTOR
  
FOR
  
AGAINST
  
WITHHELD
  
BROKER NON-VOTES
Joseph P. Franklin
  
3,602,467
  
0
  
1,221,854
  
2,060,607
Martin B. Bloch
  
3,595,393
  
0
  
1,228,928
  
2,060,607
Joel Girsky
  
4,673,571
  
0
  
150,750
  
2,060,607
S. Robert Foley, Jr.
  
4,680,174
  
0
  
144,147
  
2,060,607
Richard Schwartz
  
4,680,619
  
0
  
143,702
  
2,060,607

 
2.  Ratification of the appointment of EisnerAmper LLP as the Company’s independent auditors for fiscal year 2014.
 
FOR
  
AGAINST
  
ABSTAIN
  
BROKER NON-VOTES
6,595,575
  
267,170
  
22,183
  
0
 
3.  Non-binding advisory vote on executive compensation.
 
FOR
  
AGAINST
  
ABSTAIN
  
BROKER NON-VOTES
4,564,606
  
88,023
  
75,392
  
2,156,907
 
4.  Non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation.
 
Every 1 year
  
Every 2 years
  
Every 3 years
  
ABSTAIN
  
BROKER NON-VOTES
4,488,453
  
5,381
  
195,913
  
134,573
  
2,060,608

 
 
 
 
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.  
       
Dated: October 9, 2013
By:
/s/ Alan Miller  
    Alan Miller  
   
Secretary, Treasurer
and Chief Financial Officer