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
March 2, 2018

.

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1 

Item 8.01 Other Events.

The Corporation’s Board of Directors has adopted the Director Contingent Severance Compensation Program (the “Program”), effective as of March 2, 2018. For those non-executive directors who have entered into Contingent Severance Compensation Agreements under the Program, the Program supersedes the Corporation’s Retired Director Compensation Program, originally adopted in 2009, and subsequently amended (the “Prior Program”).

Under the Program, directors are required to retire from service on the Board of Directors effective immediately prior to the Annual Meeting of Shareholders held during the calendar year in which the director attains the age of 82, whether or not the director is at the end of the term.

The Program also provides for contingent severance compensation benefits to five of the six individuals who are currently serving as non-executive members of the Board: Howard Pinsley, Michael Wool, Paul J. Corr, Carl Helmetag and Alvin O. Sabo. Such contingent severance is payable to the qualifying individual if he voluntarily retires from service on the Board or is not re-nominated and/or re-elected to the Board, other than for cause. The contingent severance benefits are severance compensation in an annual amount equal to the base board fee at the time of cessation of service plus health benefits to individuals meeting eligibility requirements. The severance benefits will be available until the earliest to occur of (i) four years following the cessation of service, (ii) attaining age 82, or (iii) death.

However, for any individual who has attained the age of 76, for each year served as a director subsequent to the end of the term in which the director attains age 76, one year of eligibility for the severance benefits is subtracted.

Non-executive director Barry Pinsley elected not to enter into a contract under the Program. He remains subject to, and retains retirement benefits under the terms of the Prior Program.

Item 8.01 Other Events.

On March 5, the Corporation issued a press release announcing that the Corporation’s Board of Directors had declared a regular quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 8.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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

10.5       Director Contingent Severance Compensation Program adopted March 2, 2018

10.6       Director Contingent Severance Compensation Agreement with Paul J. Corr dated March 2, 2018

10.7       Director Contingent Severance Compensation Agreement with Carl Helmetag dated March 2, 2018

2 

10.9       Director Contingent Severance Compensation Agreement with Howard Pinsley dated March 2, 2018

10.10     Director Contingent Severance Compensation Agreement with Alvin O. Sabo dated March 2, 2018

10.11     Director Contingent Severance Compensation Agreement with Michael Wool dated March 2, 2018

99.1       Press Release dated March 5, 2018

3 

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:  March 5, 2018		ESPEY MFG. & ELECTRONICS CORP.
	By:	/s/ David O’Neil
		David O’Neil Executive Vice President

4 

EX-10.5

Exhibit 10.5

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION PROGRAM

This Director Contingent Severance Compensation Program (the “Program”) has been adopted by the Board of Directors (the “Board”) of Espey Mfg. & Electronics Corp. (the “Corporation”) as of March 2, 2018. The Program supersedes, in all respects, the Corporation’s Retired Director Compensation Program, most recently amended effective June 2, 2017 (the “Prior Program”).

The mandatory retirement age of Directors, as set forth below applies to all Directors, except for Directors, if any, who continue to participate in the Prior Program. The contingent severance compensation elements of this Program apply only to the Directors currently serving as non-executive members of the Board, each of whom has served as a member of the Board of Directors since at least 1999. No other individuals shall accrue any contingent severance rights under the Program.

Mandatory Retirement. A Director shall retire from service on the Board effective immediately prior to the Annual Meeting of Shareholders held during the calendar year in which the Director attains the age of 82, whether or not such Director is at the end of his term.

Contingent Severance Compensation for Eligible Directors.

(a)       Any Director who voluntarily retires or is not re-nominated and/or re-elected for service on the board, unless the reason is for cause, shall receive contingent severance compensation from the Corporation in an annual amount equal to the base board fee at the time of retirement. Such contingent severance compensation will be paid, subject to clause (f) below, until the earliest to occur of (i) four years following the cessation of service, (ii) attaining age 82, or (iii) death.

(b)       Individuals receiving the contingent severance compensation and who were participating in the Corporation’s insurance programs (either individually or with a spouse) at the time of the cessation of service as a Director will be entitled to continue to participate in the insurance programs on the same terms and at the same cost the Corporation offers its employees for as long as the individual is receiving the contingent severance compensation under the Program.

(c)       A Director who is removed from the Board for cause shall not be eligible to receive the contingent severance compensation or health insurance benefits.

(d)       A Director who is an employee of the Corporation shall not be eligible to receive the contingent severance compensation provided for in the Program.

(e)       Nothing in this Program shall entitle a Director to re-nomination for election to the Board.

(f)       Notwithstanding any provision herein to the contrary, in the case of Directors who have attained the age of 76, for each year served as a director subsequent to the end of the term in which the director attains age 76, one (1) year shall be subtracted from the Program (i.e. if the director serves an additional 3 year term then only one (1) year shall remain available under the Program). Upon serving 4 additional years as a director no years shall remain under the Program.

Miscellaneous. This Program shall be evidenced by individual severance contracts entered into between the Corporation and the Directors eligible for contingent severance compensation. Upon execution of such contract the eligible Director waives all rights under the Prior Program. Eligible Directors who do not sign contracts under the Program will continue under the Prior Program.

5 

EX-10.6

Exhibit 10.6

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION AGREEMENT

This AGREEMENT is dated as of March 2, 2018 by and between ESPEY MFG. & ELECTRONICS CORP., a New York corporation (the “Corporation”) and the undersigned member of the Corporation’s Board of Directors (the “Director”).

Recitals

WHEREAS, the Board of Directors of the Corporation has adopted the Director Contingent Severance Compensation Program (the “Program”), attached hereto as Exhibit A, which provides for certain contingent severance payment rights to the Director, as well as other individuals currently serving as non-executive directors of the Corporation;

WHEREAS, the Program provides that it shall be evidenced by individual agreements between each director eligible for contingent severance payments and the Corporation;

NOW, THEREFORE, in consideration of the foregoing promises and covenants set forth herein, the parties agree as follows:

1.       Director shall be a participant in the Program, as the same may be amended by the Board of Directors from time to time, and shall be entitled to the contingent severance payments on the terms and conditions as set forth therein, provided that no amendment shall materially reduce benefits or increase Director’s obligations without Director’s written consent.

2.       If the Corporation breaches the terms and conditions of the Program, this Agreement shall be specifically enforceable by Director, who shall also be entitled to the recovery of reasonable attorneys’ fees and the other costs of enforcement.

3.       This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and beneficiaries.

4.       This Agreement supersedes the Retired Director Compensation Program and Mandatory Retirement Agreement between Director and the Corporation dated as of May 10, 2011.

[signatures appear on the next page]

6 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

ESPEY MFG. & ELECTRONICS CORP.
By:	/s/  Patrick T. Enright, Jr.
	Name:	Patrick T. Enright, Jr.
	Title:	President and Chief Executive Officer
DIRECTOR
/s/ Paul J. Corr

7 

EX-10.7

Exhibit 10.7

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION AGREEMENT

This AGREEMENT is dated as of March 2, 2018 by and between ESPEY MFG. & ELECTRONICS CORP., a New York corporation (the “Corporation”) and the undersigned member of the Corporation’s Board of Directors (the “Director”).

Recitals

WHEREAS, the Board of Directors of the Corporation has adopted the Director Contingent Severance Compensation Program (the “Program”), attached hereto as Exhibit A, which provides for certain contingent severance payment rights to the Director, as well as other individuals currently serving as non-executive directors of the Corporation;

WHEREAS, the Program provides that it shall be evidenced by individual agreements between each director eligible for contingent severance payments and the Corporation;

NOW, THEREFORE, in consideration of the foregoing promises and covenants set forth herein, the parties agree as follows:

1.       Director shall be a participant in the Program, as the same may be amended by the Board of Directors from time to time, and shall be entitled to the contingent severance payments on the terms and conditions as set forth therein, provided that no amendment shall materially reduce benefits or increase Director’s obligations without Director’s written consent.

2.       If the Corporation breaches the terms and conditions of the Program, this Agreement shall be specifically enforceable by Director, who shall also be entitled to the recovery of reasonable attorneys’ fees and the other costs of enforcement.

3.       This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and beneficiaries.

4.       This Agreement supersedes the Retired Director Compensation Program and Mandatory Retirement Agreement between Director and the Corporation dated as of May 10, 2011.

[signatures appear on the next page]

8 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

ESPEY MFG. & ELECTRONICS CORP.
By:	/s/ Patrick T. Enright, Jr.
	Name:	Patrick T. Enright, Jr.
	Title:	President and Chief Executive Officer
DIRECTOR
/s/ Carl Helmetag
Carl Helmetag

9 

EX-10.9

Exhibit 10.9

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION AGREEMENT

This AGREEMENT is dated as of March 2, 2018 by and between ESPEY MFG. & ELECTRONICS CORP., a New York corporation (the “Corporation”) and the undersigned member of the Corporation’s Board of Directors (the “Director”).

Recitals

WHEREAS, the Board of Directors of the Corporation has adopted the Director Contingent Severance Compensation Program (the “Program”), attached hereto as Exhibit A, which provides for certain contingent severance payment rights to the Director, as well as other individuals currently serving as non-executive directors of the Corporation;

WHEREAS, the Program provides that it shall be evidenced by individual agreements between each director eligible for contingent severance payments and the Corporation;

NOW, THEREFORE, in consideration of the foregoing promises and covenants set forth herein, the parties agree as follows:

1.       Director shall be a participant in the Program, as the same may be amended by the Board of Directors from time to time, and shall be entitled to the contingent severance payments on the terms and conditions as set forth therein, provided that no amendment shall materially reduce benefits or increase Director’s obligations without Director’s written consent.

2.       If the Corporation breaches the terms and conditions of the Program, this Agreement shall be specifically enforceable by Director, who shall also be entitled to the recovery of reasonable attorneys’ fees and the other costs of enforcement.

3.       This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and beneficiaries.

4.       This Agreement supersedes the Retired Director Compensation Program and Mandatory Retirement Agreement between Director and the Corporation dated as of May 10, 2011.

[signatures appear on the next page]

10 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

ESPEY MFG. & ELECTRONICS CORP.
By:	/s/ Patrick T. Enright, Jr.
	Name:	Patrick T. Enright, Jr.
	Title:	President and Chief Executive Officer
DIRECTOR
/s/ Howard Pinsley
Howard Pinsley

11 

EX-10.10

Exhibit 10.10

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION AGREEMENT

This AGREEMENT is dated as of March 2, 2018 by and between ESPEY MFG. & ELECTRONICS CORP., a New York corporation (the “Corporation”) and the undersigned member of the Corporation’s Board of Directors (the “Director”).

Recitals

WHEREAS, the Board of Directors of the Corporation has adopted the Director Contingent Severance Compensation Program (the “Program”), attached hereto as Exhibit A, which provides for certain contingent severance payment rights to the Director, as well as other individuals currently serving as non-executive directors of the Corporation;

WHEREAS, the Program provides that it shall be evidenced by individual agreements between each director eligible for contingent severance payments and the Corporation;

NOW, THEREFORE, in consideration of the foregoing promises and covenants set forth herein, the parties agree as follows:

1.       Director shall be a participant in the Program, as the same may be amended by the Board of Directors from time to time, and shall be entitled to the contingent severance payments on the terms and conditions as set forth therein, provided that no amendment shall materially reduce benefits or increase Director’s obligations without Director’s written consent.

2.       If the Corporation breaches the terms and conditions of the Program, this Agreement shall be specifically enforceable by Director, who shall also be entitled to the recovery of reasonable attorneys’ fees and the other costs of enforcement.

3.       This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and beneficiaries.

4.       This Agreement supersedes the Retired Director Compensation Program and Mandatory Retirement Agreement between Director and the Corporation dated as of May 10, 2011.

[signatures appear on the next page]

12 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

ESPEY MFG. & ELECTRONICS CORP.
By:	/s/ Patrick T. Enright, Jr.
	Name:	Patrick T. Enright, Jr.
	Title:	President and Chief Executive Officer
DIRECTOR
/s/ Alvin O. Sabo
Alvin O. Sabo

13 

EX-10.11

Exhibit 10.11

ESPEY MFG. & ELECTRONICS CORP.
DIRECTOR CONTINGENT SEVERANCE COMPENSATION AGREEMENT

This AGREEMENT is dated as of March 2, 2018 by and between ESPEY MFG. & ELECTRONICS CORP., a New York corporation (the “Corporation”) and the undersigned member of the Corporation’s Board of Directors (the “Director”).

Recitals

WHEREAS, the Board of Directors of the Corporation has adopted the Director Contingent Severance Compensation Program (the “Program”), attached hereto as Exhibit A, which provides for certain contingent severance payment rights to the Director, as well as other individuals currently serving as non-executive directors of the Corporation;

WHEREAS, the Program provides that it shall be evidenced by individual agreements between each director eligible for contingent severance payments and the Corporation;

NOW, THEREFORE, in consideration of the foregoing promises and covenants set forth herein, the parties agree as follows:

1.       Director shall be a participant in the Program, as the same may be amended by the Board of Directors from time to time, and shall be entitled to the contingent severance payments on the terms and conditions as set forth therein, provided that no amendment shall materially reduce benefits or increase Director’s obligations without Director’s written consent.

2.       If the Corporation breaches the terms and conditions of the Program, this Agreement shall be specifically enforceable by Director, who shall also be entitled to the recovery of reasonable attorneys’ fees and the other costs of enforcement.

3.       This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and beneficiaries.

4.       This Agreement supersedes the Retired Director Compensation Program and Mandatory Retirement Agreement between Director and the Corporation dated as of May 10, 2011.

[signatures appear on the next page]

14 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

ESPEY MFG. & ELECTRONICS CORP.
By:	/s/ Patrick T. Enright, Jr.
	Name:	Patrick T. Enright, Jr.
	Title:	President and Chief Executive Officer
DIRECTOR
/s/ Michael Wool
Michael Wool

15 

EX-99.1

Espey Declares Regular Quarterly Dividend of $0.25 Per Share

Saratoga Springs, NY; March 5, 2018 - The Board of Directors of Espey Mfg. & Electronics Corp. (NYSE MKT: ESP) has declared a regular quarterly dividend of $0.25 per share. The dividend will be payable on March 29, 2018 to all shareholders of record on March 19, 2018.

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 Mr. David O'Neil 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.

16