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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
February 18, 2025
ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
| New York | 001-04383 | 14-1387171 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
233 Ballston Avenue, Saratoga Springs, New York 12866
(Address of principal executive offices)
(518) 584-4100
(Registrant’s telephone number, including area code)
| Not Applicable |
| (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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock $.33-1/3 par value | ESP | NYSE American |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Katrina Sparano retired as the Company’s Chief Financial Officer and Treasurer effective February 15, 2025. Kaitlyn O’Neil was appointed as the Company’s new Principal Financial Officer and Treasurer, effective such date.
Ms. O’Neil, age 32, has been employed by the Company since January 6, 2025. From September 2021 until her employment by the Company, she was employed by Octo Telematics North America, LLC, Auburndale, MA as Finance Director. Prior thereto, from April 2017 to September 2021, she was employed by Precisely Holdings, LLC, Burlington, MA, in various finance department positions. From January 2015 to April 2017, she was employed by KPMG LLP as Senior Audit Associate.
Ms. O’Neil is a Certified Public Accountant. In her prior employment, she was engaged in financial planning and analysis, tax compliance, the financial aspects of merger and acquisition activity, and the audits of publicly traded companies.
Ms. O’Neil is unrelated to David O’Neil, the Company’s President and Chief Executive Officer.
Item 8.01. Other Events.
On February 18, 2025, the Company issued a press release announcing the retirement of Katrina Sparano, Chief Finance Officer and Treasurer and the appointment of Kaitlyn O’Neil as Principal Financial Officer and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated February 18, 2025
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.
| Date: February 18, 2025 |
ESPEY MFG. & ELECTRONICS CORP.
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| By: | /s/ David O’Neil | |
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David O’Neil Chief Executive Officer |
Espey Mfg. & Electronics Corp. Announces Retirement of Chief Financial Officer and Treasurer and Appointment of New Principal Financial Officer and Treasurer
Saratoga Springs, NY, February 18, 2025 - Espey Mfg. & Electronics Corp. (NYSE American: ESP), a leading designer and manufacturer of innovative industrial and defense electronic solutions, announces the retirement of its Chief Financial Officer and Treasurer, Katrina Sparano, and the appointment of Kaitlyn O’Neil, who has been employed by the Company since January 6, 2025, as the company’s new Principal Financial Officer and Treasurer, both effective February 15, 2025.
David O’Neil, President and Chief Executive Officer, stated:
“After 20 years of distinguished service, Ms. Sparano leaves behind a legacy of financial leadership and solid business results. During her tenure, Ms. Sparano played a key role in guiding the Company through record profitability and substantial growth, positioning Espey Mfg. & Electronics Corp. for long-term success in a dynamic market.”
Kaitlyn O’Neil has been appointed the Company’s new Principal Financial Officer and Treasurer. She is a Certified Public Accountant and has more than 10 years of financial leadership experience in the service, manufacturing, and consulting industries. From September 2021 until her employment by the Company, Ms. O’Neil was employed by Octo Telematics North America, LLC, Auburndale, MA, as Finance Director. Before that, from April 2017 to September 2021, she was employed by Precisely Holdings, LLC, Burlington, MA, in various finance department positions. From January 2015 to April 2017, she was employed by KPMG LLP as Senior Audit Associate.
Ms. O’Neil is not related to David O’Neil.
“On behalf of the entire Board of Directors and the leadership team, I want to extend our deepest gratitude to Katrina for her contributions to Espey Mfg. & Electronics Corp.,” said Mr. O’Neil. “With her partnership, we have strengthened our financial position and executed on critical strategic initiatives that have set the foundation for the company’s continued growth. We wish her all the best in this next chapter. We also welcome the arrival of Kaitlyn to our executive team. Her financial expertise, leadership, and drive for results provide the exact elements we need for continued business growth and success.”
Espey's primary business is the development, design, and production of specialized military and industrial power supplies/transformers. The Company can be found on the internet at www.espey.com.
For further information, contact Ms. Kaitlyn O’Neil at invest@espey.com.
This press release may contain certain statements that are "forward-looking statements" and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.