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, 2025

 

FREQUENCY ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-8061		11-1986657
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				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)

 

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 (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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		FEIM		NASDAQ Global Market

 

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 8, 2025, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 7,244,358 shares or 74.29% of the shares of Common Stock of the Company 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 respective successors are elected and qualified;

●

ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026;

 

●

approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

 

●

voted, on a non-binding advisory basis, to hold future non-binding advisory votes on the Company’s executive compensation every year.

 

The voting results at the Annual Meeting were as follows:

 

1.

Election of the following five directors:

 

DIRECTOR		FOR		WITHHELD		BROKER NON-VOTES
Jonathan Brolin		5,362,023		78,386		1,803,949
Lance Lord		4,827,742		612,667		1,803,949
Russell Sarachek		5,395,543		44,866		1,803,949
Richard Schwartz		5,330,438		109,971		1,803,949
Thomas McClelland		5,395,575		44,834		1,803,949

 

2.

Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,231,546		10,944		1,868		0

 

3.

Approval of the non-binding advisory vote on the compensation of the Company’s named executive officers:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,360,609		70,505		9,295		1,803,949

 

4.

Non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation:

 

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
5,082,722		76,670		270,163		10,854		1,803,949

 

The Company’s Board of Directors determined that the Company will hold future non-binding advisory votes on the Company’s executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of such votes. The next advisory vote regarding the frequency of non-binding advisory votes on the Company’s executive compensation is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

 

 

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, Secretary and Treasurer

 

Dated: October 9, 2025

 

 

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