FEIM Sets Oct. 8 Shareholder Meeting; Board Seeks Re-election, Auditor Ratification

TL;DR

**FEIM's upcoming shareholder meeting is a routine governance check, but watch the executive compensation vote for any signs of investor discontent.**

AI Summary

Frequency Electronics, Inc. (FEIM) is holding its Annual Meeting of Stockholders on October 8, 2025, to elect five directors, ratify Grant Thornton LLP as its independent auditor for fiscal year 2026, and conduct non-binding advisory votes on executive compensation and its frequency. The company reported 9,749,271 shares of Common Stock outstanding as of the August 21, 2025 record date. Audit fees paid to Grant Thornton LLP increased to $534,971 in fiscal year 2025 from $515,487 in fiscal year 2024, while total fees rose to $600,087 from $551,537. The Board, comprising four independent directors and one management director, recommends voting 'FOR' all proposals, including the election of Thomas McClelland, the current President and CEO, who was appointed to the Board on December 5, 2024. The company estimates proxy solicitation costs will not exceed $10,000. Directors who are not officers received $50,000 in cash fees and 6,702 shares of Common Stock valued at $84,579 in fiscal year 2025.

Why It Matters

This DEF 14A filing outlines critical governance matters for Frequency Electronics, Inc., directly impacting investor confidence and strategic direction. The election of five directors, including CEO Thomas McClelland, will shape the company's leadership and future initiatives in the competitive aerospace and defense sectors. Ratifying Grant Thornton LLP as the auditor ensures continued financial oversight, crucial for maintaining transparency and investor trust. The advisory votes on executive compensation provide a gauge of shareholder sentiment on management incentives, which can influence long-term performance and employee morale. Competitors like L3Harris Technologies, Inc. (which acquired Aerojet Rocketdyne Holdings) are constantly innovating, making strong governance and clear strategic alignment vital for FEIM's market position.

Risk Assessment

Risk Level: low — The filing primarily covers routine governance matters like director elections and auditor ratification, which are standard for public companies. There are no indications of significant legal proceedings, related party transactions exceeding $120,000, or other unusual financial risks. The estimated proxy solicitation cost of under $10,000 is minimal.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details in the full 2025 Form 10-K to make informed voting decisions. Pay particular attention to the 'FOR' recommendation on executive compensation, as a significant 'against' vote could signal shareholder dissatisfaction and potential future governance changes.

Executive Compensation

Key Numbers

• 9,749,271 — Shares of Common Stock outstanding (As of Record Date August 21, 2025)
• $534,971 — Audit Fees paid to Grant Thornton LLP (For fiscal year 2025, an increase from $515,487 in 2024)
• $600,087 — Total Fees paid to Grant Thornton LLP (For fiscal year 2025, an increase from $551,537 in 2024)
• $50,000 — Annual cash fees for non-officer directors (Standard compensation for board service)
• $84,579 — Aggregate grant date fair value of stock fees for non-officer directors (Each eligible director received 6,702 shares of Common Stock on October 31, 2024)
• 5 — Number of directors to be elected (Including four independent directors and one management director)
• October 8, 2025 — Date of Annual Meeting of Stockholders (Key date for shareholder decisions)
• August 21, 2025 — Record Date for voting eligibility (Determines which stockholders can vote)
• $10,000 — Estimated cost of soliciting proxies (Company will bear this cost)
• 71 — Age of Thomas McClelland (President and CEO, appointed to Board on December 5, 2024)

Key Players & Entities

• FREQUENCY ELECTRONICS, INC. (company) — Registrant
• Grant Thornton LLP (company) — Independent Registered Public Accounting Firm
• Thomas McClelland (person) — President and Chief Executive Officer, Director Nominee
• Steven L. Bernstein (person) — Chief Financial Officer, Secretary and Treasurer
• Jonathan Brolin (person) — Founding and Managing Partner, Edenbrook Capital, LLC, Director Nominee
• Lance W. Lord (person) — Chairman and Chief Executive Officer of L2 Aerospace, Director Nominee
• Russell M. Sarachek (person) — Managing Director of Contra Capital Management LLC, Director Nominee
• Richard Schwartz (person) — Retired Chief Executive Officer and Chairman of ATK, Director Nominee
• NASDAQ Stock Market (regulator) — Listing standards for director independence
• Securities and Exchange Commission (regulator) — Regulatory body for filings

FAQ

Industry Context

Frequency Electronics, Inc. operates in the specialized field of high-precision frequency generation and timing solutions. The industry is characterized by demanding technical specifications, long product development cycles, and reliance on government and defense contracts, as well as telecommunications and scientific research sectors. Companies in this space often compete on technological innovation, reliability, and adherence to stringent quality standards.

Regulatory Implications

As a publicly traded company, Frequency Electronics, Inc. is subject to SEC regulations, including timely and accurate disclosure of financial information and corporate governance matters through filings like this DEF 14A. Compliance with NASDAQ listing standards regarding board independence and audit committee oversight is also critical.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Vote on Executive Compensation
4. Determine Compensation Vote Frequency

Key Dates

• 2025-10-08: Annual Meeting of Stockholders — Key date for shareholders to vote on director elections, auditor ratification, and executive compensation advisory proposals.
• 2025-08-21: Record Date for voting eligibility — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-08-28: Proxy Statement and Annual Report mailed to stockholders — Provides shareholders with information to make informed voting decisions.
• 2024-12-05: Thomas McClelland appointed to the Board — Marks the addition of the current President and CEO to the Board of Directors.
• 2024-10-31: Grant date for stock fees for non-officer directors — Date when 6,702 shares of Common Stock were granted to eligible directors.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the Proxy Statement for Frequency Electronics, Inc.'s annual meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 21, 2025, is the Record Date for Frequency Electronics, Inc.'s annual meeting, meaning only shareholders as of this date can vote.)

Proxy

A document that authorizes another person to vote a shareholder's shares on their behalf. (Shareholders are asked to sign and return a proxy to ensure their vote is counted, even if they cannot attend the meeting.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' does not vote those shares because the beneficial owner did not provide instructions and the broker lacks discretionary authority. (Broker non-votes will not affect the outcome of director elections or advisory votes on compensation and its frequency, but will not count towards a quorum for these items.)

Independent Director

A director who does not have a material relationship with the company other than serving as a director, meeting specific independence criteria. (Four of the five director nominees (Brolin, Lord, Sarachek, Schwartz) are considered independent, meeting NASDAQ listing standards.)

Non-binding Advisory Vote

A shareholder vote on a proposal that is not legally binding on the company, often used for executive compensation. (Shareholders will vote on executive compensation and the frequency of such votes in an advisory capacity.)

Year-Over-Year Comparison

This filing indicates an increase in audit fees paid to Grant Thornton LLP to $534,971 in fiscal year 2025 from $515,487 in fiscal year 2024, and total fees rose to $600,087 from $551,537. The compensation structure for non-officer directors includes a cash fee of $50,000 and stock valued at $84,579 (6,702 shares) in fiscal year 2025. Thomas McClelland, the current CEO, was appointed to the Board in December 2024, indicating a recent change in board composition compared to the previous year's filing.

Key Financial Figures

• $10,000 — ies, which it estimates will not exceed $10,000. Each proxy duly executed and returned
• $1.00 — f the Company's common stock, par value $1.00 per share ("Common Stock"), may revoke
• $120,000 — amount involved exceeded the lesser of $120,000 or 1% of the average of the Company's t
• $50,000 — mpany receive annual directors' fees of $50,000 per year. In addition, the chairman of
• $8,000 — eceives an additional annual stipend of $8,000 and the chairman of the Compensation Co
• $4,000 — eceives an additional annual stipend of $4,000. Company officers do not receive additi
• $84,579 — h an aggregate grant date fair value of $84,579. The table below reflects director fe

Filing Documents

• feimdef14a082625.htm (DEF 14A) — 401KB
• image_001.jpg (GRAPHIC) — 1383KB
• image_002.jpg (GRAPHIC) — 1289KB
• 0001185185-25-001084.txt ( ) — 7839KB
• feim-20250828.xsd (EX-101.SCH) — 10KB
• feim-20250828_def.xml (EX-101.DEF) — 3KB
• feim-20250828_lab.xml (EX-101.LAB) — 35KB
• feim-20250828_pre.xml (EX-101.PRE) — 7KB
• feimdef14a082625_htm.xml (XML) — 139KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 FREQUENCY ELECTRONICS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. FREQUENCY ELECTRONICS, INC. 55 Charles Lindbergh Boulevard Mitchel Field, New York 11553 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on October 8, 2025 To our Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Frequency Electronics, Inc. (the "Company") will be held at the offices of the Company, 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553, on the 8th day of October 2025, at 10:00 A.M., Eastern Time, for the following purposes: 1. To elect five (5) directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been elected and qualified; 2. To ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending April 30, 2026; 3. To conduct a non-binding advisory vote on the compensation of the Company's named executive officers; 4. To conduct a non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation; and 5. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. Only stockholders of record as of the close of business on August 21, 2025, the date fixed by the Board of Directors as the record date for the meeting, are entitled to notice of, and to vote at, the meeting. By order of the Board of Directors /s/ Steven L. Bernstein STEVEN L. BERNSTEIN Chief Financial Officer, Secretary and Treasurer Mitchel Field, New York August 28, 2025 ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY NEVERTHELESS VOTE AT THE MEETING IF YOU ATTEND. FREQUENCY ELECTRONICS, INC. 55 Charles Lindbergh Boulevard Mitchel Field, New York 11553 PROXY ANNUAL MEETING OF STOCKHOLDERS To be held on October 8, 2025 This Proxy Statement is being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the "Board") of Frequency Electronics, Inc., a Delaware corporation (hereinafter called the "Company"), for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held at the offices of the Company, 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553 on the 8th day of October 2025, at 10:00 A.M., Eastern Time, or any adjournment or adjournments thereof. This Proxy and the Proxy Card, are first being mailed to stockholders on or about August 28, 2025. Only stockholders of record as of the close of business on August 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting. The Board may use the services of the Company's directors, officers and other regular employees to solicit proxies personally or by telephone and may request brokers, fiduciaries, custodians and nominees to send proxies, proxy statements and other materials to their principals and reimburse them for their out-of-pocket expenses in so doing. The Company will bear the cost of soliciting proxies, which it estimates will not exceed $10,000. Each proxy duly executed and returned to the Company is revocable. The procedure a stockholder must follow to revoke his or her proxy depends on how such stockholder holds his or her shares. Registered holders of the Company's common stock, par value $1.00 per share ("Common Stock"), may revoke a previously submitted proxy by submitting another valid later dated proxy or by providing a signed letter of revocation to the Company's Secretary before the closing of the polls at the Annual Meeting. Only the latest dated validly executed proxy will count. Stockholders also may revoke any previously submitted proxy by attending the Annual Meeting and voting their shares during the Annual Meeting. Note that simply attending the Annual Meeting without taking one of the above actions will not revoke a proxy. In general, stockholders holding shares in "street name" t

View Full Filing

View this DEF 14A filing on SEC EDGAR