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
November 18, 2013

 

ESPEY MFG & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New York (State or Other Jurisdiction of Incorporation) 001-04383
(Commission File Number) 14-1387171 (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))

ITEM 5.07 Submission of Matters to a Vote of Security Holders

Espey Mfg. & Electronics Corp. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on November 15, 2013. At the Annual Meeting, the stockholders of the Company elected Barry Pinsley and Mark St. Pierre to the Board of Directors as the Class B directors. They will serve until their three-year term expires at the 2016 Annual Meeting or until their respective successors are duly elected and qualified.

Nominee	Votes For	Withholds	Broker Non-Votes
Barry Pinsley	1,364,788	311,352	664,845
Mark St. Pierre	1,370,138	306,002	664,845

The compensation of the Company’s Named Executive Officers in the Company’s proxy statement for the 2013 annual meeting was approved on an advisory non-binding basis.

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,645,717	21,600	8,823	664,845

The stockholders also voted, on an advisory non-binding basis, of the frequency of the vote to approve the compensation of the Named Executive Officers. The result of the vote was as follows:

Three Years	Two Years	One Year	Abstentions	Broker Non-Votes
1,067,792	142,688	449,802	15,854	664,849

In addition, the proposal to ratify the appointment of EFP Rotenberg LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014 was approved at the Annual Meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,202,433	9,097	30,605	98,850

ITEM 8.01 Other Events

On November 18, 2013, Espey Mfg. & Electronics Corp. issued a press release announcing that the Company's Board of Directors had declared a special cash dividend in addition to the regular quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Exhibit No.	Document
99.1	Press Release dated November 18, 2013

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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:  November 18, 2013	ESPEY MFG. & ELECTRONICS CORP.
	By:	/s/ David A. O'Neil
		David A. O'Neil, Treasurer and Principal Financial Officer

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EX-99.1

 

Espey Declares Special Cash Dividend of $1.00 Per Share and Declares Regular Quarterly Dividend of $0.25 Per Share

Saratoga Springs, NY; November 18, 2013 - The Board of Directors of Espey Mfg. & Electronics Corp. (NYSE MKT: ESP) has declared a special cash dividend of $1.00 per share. This special dividend is in addition to a regular quarterly dividend of $0.25 per share. The dividends will be payable on December 19, 2013 to all shareholders of record on December 12, 2013.

Espey’s primary business is the development, design, and production of specialized military and industrial power supplies/electronic equipment. The Company’s web site can be found on the Internet at www.espey.com.

For further information, contact Mr. David O'Neil or Mr. Mark St. Pierre at (518) 245-4400. 

Certain statements in this press release 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.

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