ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On October 8, 2025, Frequency Electronics, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). A total of 7,244,358 shares or 74.29% of the shares of Common Stock of the Company entitled to vote at the Annual Meeting were represented in person or by proxy, and the stockholders:
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elected each of the Company's nominees for director to serve for terms of one year and until their respective successors are elected and qualified;
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ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2026;
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approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and
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voted, on a non-binding advisory basis, to hold future non-binding advisory votes on the Company's executive compensation every year.
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The voting results at the Annual Meeting were as follows:
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1.
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Election of the following five directors:
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DIRECTOR
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FOR
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WITHHELD
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BROKER NON-VOTES
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Jonathan Brolin
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5,362,023
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78,386
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1,803,949
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Lance Lord
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4,827,742
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612,667
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1,803,949
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Russell Sarachek
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5,395,543
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44,866
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1,803,949
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Richard Schwartz
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5,330,438
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109,971
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1,803,949
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Thomas McClelland
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5,395,575
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44,834
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1,803,949
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2.
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Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2026:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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7,231,546
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10,944
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1,868
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0
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3.
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Approval of the non-binding advisory vote on the compensation of the Company's named executive officers:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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5,360,609
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70,505
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9,295
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1,803,949
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4.
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Non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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BROKER NON-VOTES
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5,082,722
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76,670
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270,163
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10,854
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1,803,949
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The Company's Board of Directors determined that the Company will hold future non-binding advisory votes on the Company's executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of such votes. The next advisory vote regarding the frequency of non-binding advisory votes on the Company's executive compensation is required to occur no later than the Company's 2031 Annual Meeting of Stockholders.
