8-KThe WireRoutine
Shareholder Vote · Company Update
Filed Dec 9, 2025 · 6mo ago · Accession 0001174947-25-001404
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 5, 2025
ESPEY MFG. & ELECTRONICS CORP.
(Exact name of registrant as specified
in its charter)
New York
001-04383
14-1387171
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(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
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. ☐
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 5, 2025. At the Annual Meeting, the stockholders of
the Company elected Nancy Patzwahl to the Board of Directors as the Class B Director of the Company for a three-year term until the 2028
Annual Meeting of Shareholders or until her successor is duly elected and qualified.
Nominee
Votes For
Withholds
Broker Non-Votes
Nancy Patzwahl
1,566,288
25,831
654,536
The compensation of the Company’s Named
Executive Officers in the Company’s proxy statement for the 2025 annual meeting was voted on an advisory non-binding basis. The
result of the vote was as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
1,064,634
472,064
55,421
654,536
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
691,194
85,886
807,607
7,432
654,536
In addition, the proposal to ratify the appointment
of Withum, successor to Freed Maxick, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending
June 30, 2026 was approved at the Annual Meeting:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,108,397
17,505
120,753
0
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 2028.
ITEM 8.01 Other Events
On December 8, 2025, Espey Mfg. &
Electronics Corp. issued a press release announcing the appointment of Nancy Patzwahl as Chair of the Audit Committee effective
December 5, 2025, succeeding Paul Corr. Mr. Corr retains his position as a board member and member of the Audit Committee. 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.
1
ITEM 9.01 Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
Exhibit No.
Document
99.1
Press Release dated December 8, 2025
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, 2025
ESPEY MFG. & ELECTRONICS CORP.
By:
/s/ Kaitlyn O’Neil
Kaitlyn O’Neil
Principal Financial Officer
2
Filing details
- Company
- ESPEY MFG & ELECTRONICS CORP
- Ticker
- ESP
- CIK
- 33533
- Form type
- 8-K
- Filing date
- Dec 9, 2025
- Report date
- Dec 5, 2025
- Document
- form8k-34951_esp.htm
- Size
- 212 KB