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
December 6, 2019
.
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)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock $.33-1/3 par value | ESP | NYSE American |
| Common Stock Purchase Rights | NYSE American |
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. ☐
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ITEM 5.07 Submissions of Matters to a Vote of Security Holders
Espey Mfg. & Electronics Corp. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on December 6, 2019. At the Annual Meeting, the stockholders of the Company elected Patrick T. Enright Jr. and Roger N. Sexauer II to the Board of Directors as the Class B Directors of the Company for a three year term until the 2022 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified.
| Nominee | Votes For | Withholds | Broker Non-Votes |
| Patrick T. Enright Jr. | 1,221,661 | 279,870 | 876,783 |
| Roger N. Sexauer II | 1,207,597 | 293,934 | 876,783 |
The compensation of the Company’s Named Executive Officers in the Company’s proxy statement for the 2019 annual meeting was approved on an advisory non-binding basis.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,280,721 | 112,896 | 107,914 | 876,783 |
The stockholders also voted, on an advisory non-binding basis, on 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 |
| 952,452 | 54,629 | 482,075 | 12,372 | 876,786 |
In addition, the proposal to ratify the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 was approved at the Annual Meeting:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2,119,308 | 5,206 | 55,570 | 198,230 |
Following the Annual Meeting, the Company’s Board of Directors determined that the vote of the stockholders to approve the compensation of the Company’s Named Executive Officers on an advisory non-binding basis should be every three years, with the next such vote to occur at the Company’s annual meeting of stockholders to be held in 2022.
ITEM 8.01 Other Events
On December 9, 2019, Espey Mfg. & Electronics Corp. issued a press release announcing that the Company'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 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.
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ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
| Exhibit No. | Document | |
| 99.1 | Press Release dated December 9, 2019 |
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: December 9, 2019 |
ESPEY MFG. & ELECTRONICS CORP.
| |
| By: | /s/ David O’Neil | |
|
David O’Neil Principal Financial Officer and Executive Vice President |
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