frequencyelec8k100914.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 8, 2014
 
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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, 2014, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  As of August 27, 2014, the record date for the Annual Meeting, there were 8,590,094 shares of Common Stock of the Company entitled to vote at the Annual Meeting.  A total of 8,176,914 shares or 95% 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 2015, and
 
·  
approved, on a non-binding basis, the Company’s executive compensation plan.
 
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   4,497,945   0   2,062,231   1,616,738  
Martin B. Bloch
   4,390,610   0   2,169,566   1,616,738  
Joel Girsky
   5,622,077   0   938,099   1,616,738  
S. Robert Foley, Jr.   5,638,247   0   921,929   1,616,738  
Richard Schwartz
   5,648,787   0   911,389   1,616,738  
 
2.
Ratification of the appointment of EisnerAmper LLP as the Company’s independent auditors for fiscal year 2015.
 
FOR     AGAINST     ABSTAIN     BROKER NON-VOTES  
7,977,329     187,826     11,759     0  
                                                                     
3.
Non-binding advisory vote on executive compensation.
 
FOR     AGAINST     ABSTAIN     BROKER NON-VOTES  
6,460,041     43,298     56,836     1,616,739  
 
 
 
 
 
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/ Alan Miller                          
Alan Miller
Secretary, Treasurer
and Chief Financial Officer

Dated: October 9, 2014