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