8-K

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 6, 2022

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)

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 6, 2022, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).   A total of 7,063,709 shares or 76% 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 successors are elected and qualified;

·         ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023; 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 four directors:

DIRECTOR	FOR	WITHHELD	BROKER NON-VOTES
Jonathan Brolin	5,096,954	547,345	1,419,410
Richard Schwartz	4,868,828	775,471	1,419,410
Russell Sarachek	5,142,381	501,918	1,419,410
Lance Lord	4,940,571	703,728	1,419,410

2. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
6,413,756	644,805	5,148	0

3. Approval of the non-binding advisory vote on the Company’s executive compensation:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
5,069,877	436,664	137,758	1,419,410

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 7, 2022

XML

Document And Entity Information	Oct. 06, 2022
Document Information Line Items
Entity Registrant Name	FREQUENCY ELECTRONICS, INC.
Trading Symbol	FEIM
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000039020
Document Period End Date	Oct. 06, 2022
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8061
Entity Tax Identification Number	11-1986657
Entity Address, Address Line One	55 Charles Lindbergh Blvd.
Entity Address, City or Town	Mitchel Field
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11553
City Area Code	(516)
Local Phone Number	794-4500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $1.00 per share)
Security Exchange Name	NASDAQ