UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act
of 1934
Filed
by the Registrant x
Filed by a Party other than
the Registrant
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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ESPEY MFG. & ELECTRONICS
CORP.
(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
the appropriate box):
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Fee Computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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ESPEY MFG. & ELECTRONICS CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD DECEMBER 10, 2021
October 28, 2021
To the Shareholders of
ESPEY MFG. & ELECTRONICS CORP.:
You are cordially invited
to attend the Annual Meeting of Shareholders of Espey Mfg. & Electronics Corp., which will be held at The Courtyard by Marriott, 11
Excelsior Ave., Saratoga Springs, New York, on December 10, 2021, at 9:00 a.m., Eastern Standard Time, for the following purposes:
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1.
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To elect as Class A Directors to serve for a three year term expiring at the 2024 Annual Meeting or until
their respective successors are duly elected and qualify, the two nominees named in the attached proxy statement; and
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2.
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To ratify the appointment of Freed Maxick CPAs, P.C. as the Company’s independent public accountants
for the fiscal year ending June 30, 2022.
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No other business may be transacted at the meeting.
The Board of Directors
has fixed the close of business on October 15, 2021, as the record date for the purpose of determining shareholders entitled to notice
of, and to vote at, said meeting or any adjournment thereof. The books for transfer of the Company’s capital stock will not be closed.
Even if you expect to attend
the meeting in person, it is urged by the Company that you mark, sign, date, and return the enclosed proxy. The proxy may be revoked at
any time before it is voted and shareholders who execute proxies may nevertheless attend the meeting and vote their shares in person.
Every properly signed proxy will be voted as specified unless previously revoked.
Voting will be permitted
only by proxy or by attending the meeting and providing the Corporate Secretary in advance with a legal proxy from an intermediary, if
your shares are not owned by you directly.
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By Order of the Board of Directors,
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Peggy A. Murphy
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Corporate Secretary
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IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 2021:
This notice of Annual Meeting,
Proxy Statement and accompanying Annual Report to the Shareholders are available at our website at http://www.espey.com.
Please make your selection
and sign and date the enclosed proxy and mail it promptly in the accompanying pre-addressed, postage-free envelope.
ESPEY MFG. & ELECTRONICS CORP.
233 Ballston Avenue
Saratoga Springs, New York 12866
PROXY STATEMENT
The enclosed proxy is solicited
by the Board of Directors of Espey Mfg. & Electronics Corp. (the “Company”) for use in voting at the Annual Meeting of
the Shareholders of the Company to be held at The Courtyard by Marriott, 11 Excelsior Ave., Saratoga Springs, New York, on December 10,
2021, at 9:00 a.m., Eastern Standard Time, and at any postponement or adjournment thereof, for the purposes set forth in the attached
Notice of Meeting. It is anticipated that the Notice of Annual Meeting of Shareholders, this Proxy Statement and the form of proxy will
be mailed on or about October 28, 2021.
VOTING AND REVOCABILITY
OF PROXIES
Every properly dated, executed
and returned proxy will be voted at the Annual Meeting in accordance with the instructions of the shareholder. If no specific instructions
are given, the shares represented by such proxy will be voted (i) FOR the election of the Class A Directors nominated by the Board of
Directors, for a three year term, and (ii) FOR ratification of the appointment of Freed Maxick CPAs, P.C. as the Company’s independent
public accountants for the fiscal year ending June 30, 2022. Any shareholder giving a proxy has the power to revoke it at any time prior
to the voting thereof by voting in person at the Annual Meeting, by giving written notice to the Secretary prior to the Annual Meeting,
or by signing and delivering a new proxy card bearing a later date. The Company’s only class of voting securities is its Common
Stock, par value $.33-1/3 per share (the “Common Stock”). Each share of Common Stock outstanding on the record date will be
entitled to one vote on all matters. In accordance with the Company’s By-Laws and applicable state law, the election of directors
will be determined by a plurality of the votes cast by the holders of shares of Common Stock present and entitled to vote thereon, in
person or by proxy, at the Annual Meeting. Shares present which are properly withheld as to voting with respect to any one or more nominees,
and shares present with respect to which a broker indicates that it does not have authority to vote (“broker non-votes”) will
not be counted. Cumulative voting in connection with the election of directors is not permitted.
Please note that in
accordance with rules of the New York State Stock Exchange governing brokers, the election of directors (Proposal No. 1), is a “non-discretionary”
item. Shares which are held in a brokerage account as to which the broker does not receive instructions on how to vote with respect to
these items may not be voted with respect to this proposal and those votes will be counted as “broker non-votes.”
What are Broker Non-Votes?
Broker non-votes are shares held in the street name by a broker that the broker has no discretionary authority to vote. Brokers do not
have authority to vote on matters considered to be non-routine unless they have received instructions from the beneficial owners of the
shares.
The affirmative vote of
shares representing a majority of the votes cast by the holders of shares present and entitled to vote is required to approve the ratification
of the appointment of the independent accountants.
Shares which are voted
to abstain and broker non-votes are not counted as votes cast on any matter to which they relate.
The By-Laws of the Company
provide that the majority of the shares of the Common Stock of the Company issued and outstanding and entitled to vote, present in person
or by proxy, shall constitute a quorum at the Annual Meeting. Shares which are voted to abstain are considered as present at the Annual
Meeting for the purposes of determining a quorum. Broker non-votes are considered as present at the Annual Meeting for the purposes of
determining a quorum.
RECORD DATE
AND SHARE OWNERSHIP
Only holders of Common
Stock of record on the books of the Company at the close of business on October 15, 2021, will be entitled to vote at the meeting. There
were 2,702,633 shares of Common Stock outstanding and entitled to vote on October 15, 2021.
Proposal no. 1
ELECTION OF
DIRECTORS
The Company’s Certificate
of Incorporation, as amended, provides that the Board of Directors shall consist of not less than three nor more than nine persons with
the actual number determined in accordance with the Company’s By-Laws. The Certificate of Incorporation further provides that there
shall be three classes of directors (Class A, Class B and Class C) with overlapping three-year terms and that all classes shall be as
nearly equal in number as possible.
The terms of three Class
A Directors expire at the Annual Meeting. Two of such directors are retiring. There are also presently two Class B Directors, whose terms
expire at the 2022 Annual Meeting, and three Class C Directors, whose terms expire at the 2023 Annual Meeting.
The Nominating Committee
recommended that in accordance with the By-Laws of the Company, the number of Directors be fixed at six effective with the Annual Meeting,
a reduction of two individuals; that David O’Neil be re-assigned from Class C to Class A in order to equalize the number of Directors
in each Class; and that Mr. O’Neil and Carl Helmetag be nominated to stand for election as Class A Directors.
The Board of Directors
approved the recommendation of the Nominating Committee and has nominated Messrs. O’Neil and Helmetag to stand for election as Class
A Directors.
The votes will be cast
pursuant to the enclosed proxy for the election of the Class A nominees named unless specification is made withholding such authority.
Each of the nominees is presently a director of the Company. Should either of said nominees become unavailable, which is not anticipated,
the proxies named in the enclosed proxy will vote for the election of such other persons as the Board of Directors may recommend. Proxies
may not be voted for a greater number of persons than the nominees named.
The names and business
experience for the past five years of the two persons who have been nominated by the Board of Directors to stand for election as directors
at the Annual Meeting and the remaining directors whose terms are continuing until the 2022 or 2023 Annual Meeting appear below.
The Board has determined
that all of the Board members with the exception of Patrick T. Enright, Jr., and David A. O’Neil, and Howard Pinsley, whose service
on the Board is concluding at the Annual Meeting, are independent in accordance with the listing standards of the NYSE American and the
By-Laws of the Company.
The independent members
of the Board met five times during the fiscal year ended June 30, 2021, including incidental to each regularly scheduled Board of Directors,
with no members of management present.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF THE FOLLOWING
NOMINEES FOR
CLASS A DIRECTORS.
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Name
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Age
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Offices and
Positions
Held With
Company
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Principal Occupation or Employment
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Period to
Date
Served as
Director
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Carl Helmetag
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73
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An independent business consultant working for profit and non-profit entities. Mr. Helmetag was Vice President Sales of AlphaMicron Inc., Kent, Ohio from 2009 - 2011; President and CEO of UVEX Sports Inc. in Cranston, R.I. from 1999 - 2009; President and CEO of HEAD USA Inc. 1996 - 1999; Vice President and then President at Dynastar Inc. from 1978 - 1996. He has a MBA from The Wharton School of Business, University of Pennsylvania and a BA in Economics from the University of Wisconsin. He is on the Board of Managers and Treasurer of the Providence Art Club.
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1999
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David A. O’Neil
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56
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Executive Vice President, Treasurer and Chief Financial Officer
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Certified Public Accountant who has been Treasurer and Chief Financial Officer of the Company since January 4, 2000, and Executive Vice President since December 2, 2016. Mr. O’Neil served as Interim President and CEO from June 2, 2014 until January 31, 2015. Prior to joining the Company, he was a Senior Manager at the accounting firm KPMG LLP.
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2018
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CONTINUING CLASS B
DIRECTORS – SERVING FOR A THREE YEAR TERM
EXPIRING AT
THE 2022 ANNUAL MEETING.
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Name
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Age
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Offices and
Positions
Held With
Company
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Principal Occupation or Employment
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Period to
Date
Served as
Director
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Patrick T. Enright, Jr.
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60
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President and CEO
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Prior to his employment with the Company Mr. Enright was employed by DRS Technologies from May, 2010 until January, 2015 and last held the position of Vice President of Strategic Planning. He previously held other senior positions in the power electronics and ship building industry for over 25 years at Northrup Grumman, Newport News Shipbuilding, Henschel Corporation and Vessel Management Group. Mr. Enright served in the United States Merchant Marines from June, 1983 to June, 1990.
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2015
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Roger N. Sexauer II
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63
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An independent consultant primarily working with companies in the defense industry, specializing in strategic planning and business development. From 2004-2018, Mr. Sexauer served in various senior positions with Leonardo DRS, Inc., holding the titles Executive Vice President, Business Development, 2016-2018; President DRS Maritime and Combat Support Systems, 2014-2016; President DRS Power and Environmental Systems, 2008-2014; President, DRS Power Systems, 2005-2008; DRS C41 Group Vice President Business Development, 2004-2008. Prior thereto, he was employed by General Dynamics Electric Boat. Mr. Sexauer is a graduate of the United States Naval Academy. He serves on the Board of Directors of the Naval Submarine League.
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2018
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CONTINUING CLASS C
DIRECTORS – SERVING FOR A THREE YEAR TERM
EXPIRING AT
THE 2023 ANNUAL MEETING.
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Name
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Age
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Offices and
Positions
Held With
Company
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Principal Occupation or Employment
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Period to
Date
Served as
Director
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Paul J. Corr
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77
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Certified Public Accountant who has been a Principal at Capital Financial Advisors of New York, LLC, Clifton Park, NY since 2003. Mr. Corr is currently Visiting Associate Professor of Management and Business at Skidmore College where he teaches financial accounting theory and financial analysis. In May 2007, he had retired from Skidmore College where he had taught since 1981. Mr. Corr was also a shareholder in the Clifton Park, NY accounting firm of Rutnik & Corr, P.C. from July 1999 through August 2011, and he had practiced as a certified public accountant for many years prior to 1999.
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1992
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Michael Wool
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75
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Attorney engaged in private practice of law and senior partner since 1982 in the law firm of Langrock, Sperry & Wool, with offices in Burlington, VT and Middlebury, VT. Mr. Wool also serves on the board of the New England Board of Higher Education as former Chair and as a Director Emeritus of the Boys and Girls Club of Burlington, VT.
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1990
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None of the directors holds
a directorship in any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
or subject to the requirements of Section 15(d) of the Securities Act of 1933 or any company registered as an Investment Company under
the Investment Company Act of 1940.
BOARD OF DIRECTORS QUALIFICATIONS
The Board of Directors
believes that with respect to current Board members, a demonstration of dedicated commitment to the responsibilities of a director is
a leading criteria for assessing such person’s qualifications for continued service on the Board. The Board will also consider a
nominee’s relationship to the Company and the following skill sets and experience in evaluating Board candidates: industry experience,
corporate management experience, financial acumen, experience in international sales, mergers and acquisition experience and corporate
governance experience.
The specific experiences,
qualifications, attributes and skills of each of the nominees for director and the individuals continuing as directors are as follows:
Director Nominees
Mr. Helmetag has a very
strong business leadership, financial management and strategic planning background through his long career as a senior executive in several
corporations. His personal experience in business development, economic conditions and financial issues is an invaluable resource for
the Board on a myriad of matters it must consider from time to time.
Mr. O’Neil is the
Company’s Executive Vice President, Treasurer and Chief Financial Officer, and has served as a Company Officer since 2000. Mr. O’Neil
is integrally involved with the Company’s strategic business development plans, bids for new business, and the administration of
the Company’s relationships with long-term customers.
Continuing Directors
Mr. Corr’s experience
as a certified public accountant, investment advisor and professor of management and business at Skidmore College teaching accounting
theory, financial analysis, and finance, brings strong financial skills to the Board and qualifies him as the Audit Committee financial
expert and the person on the Board responsible for risk assessment oversight.
Mr. Enright is the Company’s
President and Chief Executive Officer and through his day-to-day involvement in all aspects of the Company’s operations provides
a vital link between junior and senior management personnel and the general oversight and policy setting responsibilities of the Board.
Among the reasons Mr. Enright was hired in 2015 was his extensive experience in various executive capacities in the defense and shipbuilding
industries, with responsibilities in strategic planning, business unit leadership, program management, and systems and solutions implementation.
This provides a major asset to the Board in its oversight of customer retention, new business development and expansion of the Company’s
core business in defense and industrial power electronics.
Mr. Sexauer has long-term
and strong leadership, financial acumen, strategic planning and business development skills in the defense industry. His long-term employment
with Leonardo DRS, and before that General Dynamics, as well as his historic relationships with the United States Navy, are assets to
the Board in its oversight of the development of the Company’s business with defense industry contractors.
Mr. Wool is a business
and tax lawyer with over forty years of experience advising a broad range of clients in a broad spectrum of business, tax, governmental,
commercial, employment and transactional matters. He provides valuable insight and advice to the Espey Board in its deliberations and
consideration of strategic initiatives including potential business combinations and acquisitions, employee and executive compensation
matters, advice and analysis concerning contractual matters, corporate governance matters and other legal issues. Mr. Wool played a key
role in the design and adoption, amendments, administration, ongoing compliance and new transactions of the Espey Employee Stock Ownership
Plan (“ESOP”) and consults with management concerning the plan’s ongoing operation.
OTHER EXECUTIVE
OFFICERS
The only individuals currently
considered executive officers of the Company not previously identified are:
Katrina L. Sparano, 51,
Assistant Treasurer and Principal Accounting Officer of the Company since November 12, 2004. Ms. Sparano is a Certified Public Accountant.
Prior to joining the Company on July 29, 2004, she was the Assistant Controller for Cambridge Heart, Inc. Ms. Sparano served as Interim
Principal Financial Officer from June 2, 2014 until January 31, 2015.
Peggy A. Murphy, 63, Secretary
of the Company since December 11, 1998. She has been employed by the Company as Director of Human Resources and Facility Security Officer
since October 1998.
The terms of office of
all executive officers are until the next Annual Meeting of the Board of Directors unless successors are sooner appointed by the Board
of Directors.
BOARD OF DIRECTORS
MEETINGS AND COMMITTEES
During the Company’s
fiscal year ended June 30, 2021, the Board of Directors held a total of seven meetings, and each director then in office attended at least
75% of such meetings. Under the policies of the Board, Directors are expected to attend regular Board meetings, Board committee meetings,
as applicable, and the Annual Meeting of Shareholders.
The Board has a standing
Audit Committee whose members are Paul J. Corr, Chairman, Alvin O. Sabo, Carl Helmetag and Roger N. Sexauer II. The functions of this
Committee include reviewing the engagement of the independent accountants, the scope and timing of the audit and any non-audit services
to be rendered by the independent accountants, reviewing with the independent accountants and management the Company’s policies
and procedures with respect to internal auditing, accounting and financial controls, and reviewing the report of the independent accountants
upon completion of its audit. During the fiscal year ended June 30, 2021, the Audit Committee held six meetings, and each Committee member
attended at least 75% of such meetings.
The Board has a standing
Nominating Committee whose members are Carl Helmetag, Chairman, Michael Wool, Alvin O. Sabo, Paul J. Corr and Roger N. Sexauer II. The
function of this Committee is to identify and recommend to the Board individuals for nomination to fill vacancies in, and for re-nomination
to, positions as Directors of the Company. During the fiscal year ended June 30, 2021, the Nominating Committee held one meeting and each
Committee member attended the meeting.
The Board of Directors
has a standing Compensation Committee whose members are Michael Wool, Chairman, and Carl Helmetag. The functions of this Committee include
recommending to the full Board all compensation programs applicable to executive officers including salaries paid to executive officers,
the compensation paid to non-employee directors and the grant of all forms of bonuses and stock-based compensation including to whom,
and the time or times at which, options or stock awards will be granted, the number of shares of common stock that underlie each grant
and the exercise price and vesting schedule. During the fiscal year ended June 30, 2021, the Compensation Committee held four meetings
and each Committee member attended such meetings.
The Board also has a Succession
Committee, members of which are Paul J. Corr, Howard Pinsley, Alvin O. Sabo, Michael Wool and Patrick T. Enright, Jr., and a Mergers and
Acquisition Committee, members of which are Howard Pinsley, Michael Wool, David O’Neil, Roger N. Sexauer II and Patrick T. Enright,
Jr.
Board Independence -
The Board has determined that all of the members of the Audit Committee and the Nominating Committee meet the independence criteria for
audit committee and nominating committee members as set forth in the listing standards of the NYSE American. The Board has further determined
that Mr. Corr qualifies as an audit committee financial expert in accordance with the rules of the United States Securities and Exchange
Commission (“SEC”).
Board Leadership
- The Board of Directors has not designated an individual as the lead independent director. Rather, the Board will designate one of its
independent directors to act as a lead director on an ad hoc basis, taking into account the nature of the matter being addressed and the
applicable skill set required.
Risk Oversight and Cybersecurity
- The Board oversees the Company’s processes to manage risk and the Company’s cybersecurity program, and has delegated the
primary responsibility for reviewing policies with respect to risk assessment, risk management and cybersecurity to the Audit Committee.
Management is responsible for the development, implementation and maintenance of the risk management processes and cybersecurity program.
The Audit Committee consults with the Company’s Director of Information Technology regarding ongoing cybersecurity initiatives,
and requests such individual, together with senior management, to report to the Audit Committee or the full Board regularly on their assessment
of operational, financial and accounting, competitive, reputational, cybersecurity and legal risks to the Company.
NON-EMPLOYEE
DIRECTOR COMPENSATION
Company employees who also serve on the Company’s
Board of Directors do not receive director’s fees. The non-employee Directors receive an annual fee of $60,000 for being a member
of the Board of Directors. The current annual fee became effective on January 1, 2019.
Each Director who also serves
as a member of the Audit Committee is compensated an additional annual fee of $2,500 with the exception of the Chairman who is compensated
an additional annual fee of $5,000. Each Director who serves as a member of the Compensation Committee or the Mergers and Acquisition
Committee is compensated an additional annual fee of $2,500 for each committee. Mr. Wool, the Chairman of the ESOP Committee, is compensated
an additional annual fee of $2,500. These fees are paid in monthly installments to the Directors.
The following table sets
forth the compensation of the Company’s non-employee Directors for the fiscal year ending June 30, 2021:
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Fees Earned or
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Option
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Name
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Paid in Cash
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Awards (1)
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Total
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$
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$
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$
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Paul Corr
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$65,000
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$4,055
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$69,055
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Carl Helmetag
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$65,000
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$3,419
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$68,419
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Howard Pinsley
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$62,500
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$3,419
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$65,919
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Alvin O. Sabo
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$62,500
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$3,419
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$65,919
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Roger N. Sexauer II
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$65,000
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$3,419
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$68,419
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Michael Wool
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$67,500
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$3,419
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$70,919
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(1)
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Represents the aggregate grant date fair value dollar amount computed in accordance with ASC Topic 718. For information concerning
the assumptions made in the valuation of awards, see Note 11 of the Company’s financial statements for fiscal year ended June 30,
2021.
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The non-employee Directors held the following unexercised options
at June 30, 2021:
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Name
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Number of Securities
Underlying Unexercised
Options # Exercisable
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Number of Securities
Underlying Unexercised
Options # Unexercisable (a)
|
Option
Exercise
Price $
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Option
Expiration
Date
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Paul J. Corr
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1,600
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$25.10
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8/26/2021
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1,600
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$25.18
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6/1/2022
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|
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1,600
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$27.22
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8/23/2023
|
|
|
1,600
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$26.09
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6/12/2025
|
|
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2,000
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|
$26.25
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12/2/2026
|
|
|
2,400
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|
$21.75
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10/10/2027
|
|
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2,242
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$27.21
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12/7/2028
|
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2,550
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$20.50
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12/6/2029
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2,550
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$18.05
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10/21/2030
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|
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Carl Helmetag
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1,600
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$25.10
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8/26/2021
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1,600
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$25.18
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6/1/2022
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|
|
1,600
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$27.22
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8/23/2023
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|
|
1,600
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$26.09
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6/12/2025
|
|
|
1,600
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$26.25
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12/2/2026
|
|
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2,000
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$21.75
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10/10/2027
|
|
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1,842
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$27.21
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12/7/2028
|
|
|
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2,150
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$20.50
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12/6/2029
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|
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2,150
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$18.05
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10/21/2030
|
|
|
|
|
|
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Howard Pinsley
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1,600
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$25.10
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8/26/2021
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1,600
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$25.18
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6/1/2022
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|
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1,600
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$27.22
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8/23/2023
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1,600
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$26.09
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6/12/2025
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1,600
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$26.25
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12/2/2026
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2,000
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$21.75
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10/10/2027
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1,842
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$27.21
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12/7/2028
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|
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2,150
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$20.50
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12/6/2029
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|
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2,150
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$18.05
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10/21/2030
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|
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Alvin O. Sabo
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1,600
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$25.10
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8/26/2021
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1,600
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$25.18
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6/1/2022
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|
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1,600
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$27.22
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8/23/2023
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|
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1,800
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$26.09
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6/12/2025
|
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1,600
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$26.25
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12/2/2026
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2,000
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$21.75
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10/10/2027
|
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1,842
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$27.21
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12/7/2028
|
|
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2,150
|
$20.50
|
12/6/2029
|
|
|
|
2,150
|
$18.05
|
10/21/2030
|
|
|
|
|
|
|
|
Roger Sexauer
|
1,842
|
|
$27.21
|
12/7/2028
|
|
|
|
2,150
|
$20.50
|
12/6/2029
|
|
|
|
2,150
|
$18.05
|
10/21/2030
|
|
Name
|
Number of Securities
Underlying Unexercised
Options # Exercisable
|
Number of Securities
Underlying Unexercised
Options # Unexercisable (a)
|
Option
Exercise
Price $
|
Option
Expiration
Date
|
|
Michael Wool
|
1,600
|
|
$25.10
|
8/26/2021
|
|
|
1,600
|
|
$25.18
|
6/1/2022
|
|
|
1,600
|
|
$27.22
|
8/23/2023
|
|
|
1,600
|
|
$26.09
|
6/12/2025
|
|
|
1,600
|
|
$26.25
|
12/2/2026
|
|
|
2,000
|
|
$21.75
|
10/10/2027
|
|
|
1,842
|
|
$27.21
|
12/7/2028
|
|
|
|
2,150
|
$20.50
|
12/6/2029
|
|
|
|
2,150
|
$18.05
|
10/21/2030
|
|
|
(a)
|
Unexercisable options vest as follows: (i) Options with an expiration date of December 6, 2029 vest on December 6, 2021 (ii) Options
with an expiration date of October 21, 2030 vest on October 21, 2022.
|
COMPENSATION
OF EXECUTIVE OFFICERS
The following table summarizes
the annual compensation for each of the fiscal years ended June 30, 2021 and June 30, 2020 received by the Company’s CEO and two
most highly compensated executive officers who received over $100,000 in total compensation for the fiscal year ended June 30, 2021 (collectively,
the “Named Executive Officers”):
|
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
Name and
|
|
|
|
Option (1)
|
All Other (2)
|
|
|
Principal Position
|
Year
|
Salary $
|
Bonus $
|
Awards $
|
Compensation $
|
Total $
|
|
|
|
|
|
|
|
|
|
Patrick T. Enright, Jr.
|
2021
|
$276,322
|
$0
|
$9,540
|
$11,015
|
$296,877
|
|
President and
|
2020
|
$272,037
|
$150,000
|
$12,120
|
$10,159
|
$444,316
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David O'Neil
|
2021
|
$195,938
|
$0
|
$5,963
|
$12,279
|
$214,180
|
|
Exec. Vice President/
|
2020
|
$192,725
|
$30,000
|
$7,575
|
$10,110
|
$240,410
|
|
Treasurer/CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peggy A. Murphy
|
2021
|
$130,625
|
$0
|
$5,963
|
$7,365
|
$143,953
|
|
Dir.HR/Corp. Sec'y
|
2020
|
$126,820
|
$15,000
|
$7,575
|
$6,022
|
$155,417
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the aggregate grant date fair value dollar amount computed in accordance with ASC Topic 718.
For information concerning the assumptions made in the valuation of awards, see Note 11 of the Company’s financial statements for
fiscal year ended June 30, 2021.
|
All other compensation includes (i) the
value of shares of the Company’s common stock allocated to the Named Executive Officers’ accounts in the Company’s ESOP
and (ii) the Company matching contributions to the Company 401(k) Plan, as set forth below. Dividends are paid on allocated shares in
the Company’s ESOP at the same time and rate and in the same form as dividends paid on common shares generally. ESOP shares allocated
to the Named Executive Officers’ accounts vest in accordance with the terms of the plan. At June 30, 2021, Messrs. Enright and O’Neil
and Ms. Murphy were 100%, 100%, and 100% vested, respectively.
|
|
|
|
Value of
|
|
|
|
|
|
|
allocated
|
Company
|
|
|
|
|
|
shares
|
Contributions
|
|
|
|
|
|
in Company
|
to 401(k)
|
|
|
Name
|
|
Year
|
ESOP $
|
Plan $
|
Total $
|
|
Patrick T. Enright, Jr.
|
|
2021
|
$9,715
|
$1,300
|
$11,015
|
|
|
|
2020
|
$7,559
|
$2,600
|
$10,159
|
|
|
|
|
|
|
|
|
David O'Neil
|
|
2021
|
$9,655
|
$2,624
|
$12,279
|
|
|
|
2020
|
$7,559
|
$2,551
|
$10,110
|
|
|
|
|
|
|
|
|
Peggy A. Murphy
|
|
2021
|
$6,437
|
$928
|
$7,365
|
|
|
|
2020
|
$5,305
|
$717
|
$6,022
|
The following table sets
forth information concerning outstanding equity awards held by the Company’s Named Executive Officers at fiscal year-end June 30,
2021:
OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR END
|
Name
|
Number of Securities
Underlying Unexercised
Options # Exercisable
|
Number of Securities
Underlying Unexercised
Options # Unexercisable (a)
|
Option
Exercise
Price $
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
Patrick T. Enright Jr.
|
10,000
|
|
$26.53
|
2/2/2025
|
|
|
4,000
|
|
$26.09
|
6/12/2025
|
|
|
4,000
|
|
$26.25
|
12/2/2026
|
|
|
5,200
|
|
$21.75
|
10/10/2027
|
|
|
4,000
|
|
$27.21
|
12/7/2028
|
|
|
|
4,000
|
$20.50
|
12/6/2029
|
|
|
|
6,000
|
$18.05
|
10/21/2030
|
|
|
|
|
|
|
|
David O’Neil
|
2,000
|
|
$25.10
|
8/26/2021
|
|
|
2,000
|
|
$25.18
|
6/1/2022
|
|
|
2,000
|
|
$27.22
|
8/23/2023
|
|
|
2,000
|
|
$26.09
|
6/12/2025
|
|
|
2,250
|
|
$26.25
|
12/2/2026
|
|
|
2,925
|
|
$21.75
|
10/10/2027
|
|
|
2,500
|
|
$27.21
|
12/7/2028
|
|
|
|
2500
|
$20.50
|
12/6/2029
|
|
|
|
3,750
|
$18.05
|
10/21/2030
|
|
|
|
|
|
|
|
Peggy A. Murphy
|
2,000
|
|
$25.10
|
8/26/2021
|
|
|
1,500
|
|
$25.18
|
6/1/2022
|
|
|
1,500
|
|
$27.22
|
8/23/2023
|
|
|
1,500
|
|
$26.09
|
6/12/2025
|
|
|
2,000
|
|
$26.25
|
12/2/2026
|
|
|
2,600
|
|
$21.75
|
10/10/2027
|
|
|
2,500
|
|
$27.21
|
12/7/2028
|
|
|
|
2,500
|
$20.50
|
12/6/2029
|
|
|
|
3,750
|
$18.05
|
10/21/2030
|
|
|
(a)
|
Unexercisable options vest as follows: (i) Options with an expiration date of December 6, 2029 vest on
December 6, 2021, (ii) Options with an expiration date of October 21, 2030 vest on October 21, 2022.
|
SECURITIES AUTHORIZED
FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets
forth information as of June 30, 2021 with respect to compensation plans under which equity securities of the Company may be issued:
Equity Compensation
Plan INFORMATION
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of Securities
remaining available for
future issuance under
equity compensation plan
(excluding securities
reflected in Column (a))
|
|
|
(a)
|
(b)
|
(c)
|
|
Equity compensation plans approved by security holders
|
304,662
|
$23.37
|
212,988
|
|
Equity compensation plans not approved by security holders
|
--
_______
|
--
|
--
______
|
|
Total
|
304,662
|
|
212,988
|
INSURANCE
The executive officers
of the Company can elect to be covered under the company-sponsored medical health plans, which do not discriminate in favor of the officers
of the Company and which are available generally to all employees. In addition, the executive officers are covered under a group life
plan, which does not discriminate, and is available to all employees.
The Company maintains insurance
coverage, as authorized by Section 726 of the New York Business Corporation Law, providing for (a) reimbursement of the Company for payments
it makes to indemnify officers and directors of the Company, and (b) payment on behalf of officers and directors of the Company for losses,
costs and expenses incurred by such individuals in any actions.
EMPLOYEE RETIREMENT
PLAN AND TRUST
Under the Company’s
ESOP, approved by the Board of Directors on June 2, 1989, effective July 1, 1988, all non-union employees of the Company, including the
Company’s executive officers and non-executive officers are eligible to participate. The ESOP is a non-contributory plan, which
is designed to invest primarily in shares of common stock of the Company. Certain technical amendments not considered material were adopted
effective as of June 10, 1994, July 1, 2003, July 1, 2005, July 1, 2016, and January 1, 2020.
Of the 487,219 shares of
common stock of the Company allocated to participants of the ESOP as of June 30, 2021, 3,713 shares were allocated to Mr. Enright, 17,649
shares were allocated to Mr. O’Neil and 7,649 shares were allocated to Ms. Murphy. Messrs. Enright, and O’Neil and Ms. Murphy
were 100%, vested in their respective accounts as of June 30, 2021.
The ESOP’s purchase
of common stock from the Company has been financed by loans from the Company to the ESOP. Each year the Company makes contributions to
the ESOP, which is used to make loan interest and principal payments to the Company. Following each payment of principal on the loan,
a portion of the unallocated shares held by the ESOP is allocated to participants.
On December 1, 2020, pursuant
to a Stock Purchase Agreement dated as of such date, the Company sold 300,000 shares of its common stock to the ESOP. The ESOP paid $18.29
per share, for an aggregate purchase price
of $5,487,000. The ESOP borrowed from the Company an amount equal to the purchase price. The
loan will be repaid in fifteen (15) equal annual installments of principal and the unpaid balance will bear interest at a fixed rate of
3.00% per annum.
The Board of Directors
of the Company had approved a purchase price equal to the fair market value as determined by an independent valuation firm retained by
the ESOP. The average trading pricing of the Company’s common stock of the NYSE – American on November 30, 2020 was $19.12.
EMPLOYMENT CONTRACTS
AND TERMINATION OF EMPLOYMENT
The Company has an Executive
Employment agreement with Patrick T. Enright Jr., President and Chief Executive Officer. The agreement was effective February 1, 2018
and expires January 31, 2024. The agreement provides for the payment of base compensation and bonus compensation. Mr. Enright is entitled
to an annual performance-based cash bonus currently comprised of three components, with the maximum aggregate amount payable not to exceed
his annual base salary. The first component is discretionary, based upon an annual performance assessment and may not exceed 50% of the
base salary. The second component is based on the increase in combined sales plus backlog over the average of the prior three fiscal years,
times 0.5% (one half of one percent), and may not exceed 50% of base salary. The third component is based on the increase in operating
earnings over the average of the prior three fiscal years, times 5% (five percent), and may not exceed 50% of base salary. In calculating
backlog, adjustments are made in the case of a specific customer contract. In order to be eligible for the bonus compensation for a fiscal
year ending June 30, Mr. Enright must be employed as President and Chief Executive Officer on December 31 following such fiscal year end.
If Mr. Enright is terminated without “cause” he is entitled to nine months’ severance pay of his then current base salary,
any amount of bonus to which he may be entitled based upon the non-discretionary components and health benefits.
The Company has Executive
Employment agreements with David O’Neil Executive Vice President, Treasurer and Chief Financial Officer, and Peggy A. Murphy Director
of Human Resources/Corporate Secretary. The agreements were effective March 1, 2013, and automatically renew for additional one year periods
subsequent to June 30, 2016 unless either the Company, or Mr. O’Neil or Ms. Murphy, gives at least 60 days’ notice to the
contrary. The agreements provide for the payment of base compensation and bonus compensation as determined by the Board in its discretion.
If the individual is terminated without “cause” or incidental to a change of control or if the individual terminates employment
for “good reason” the individual is entitled to nine months’ severance pay of his or her then current base salary plus
health benefits.
STOCK TRADING POLICY – HEDGING
The Board has implemented
a stock trading policy that applies to the Board of Directors, executive officers and other persons whom the Company may designate from
time to time as “insiders” because of their access to information. Under this policy, trading in the Company’s securities
is prohibited except during specifically designated windows. Additionally, these persons are prohibited from engaging in various trading
practices which would suggest speculation in Company securities, including short sales, puts, calls, trading on margin, swaps, or other
hedging transactions. The policy also disallows these persons from pledging the Company securities as collateral for a loan.
AUDIT COMMITTEE
REPORT
The Audit Committee of
the Board of Directors (the “Committee”) is comprised of four independent directors and operates under a written charter,
revised most recently by the Board on September 7, 2018. The Audit Committee Charter is available on the Company’s website at www.espey.com
under the tab “Corporate Governance”.
In fulfilling its responsibilities,
the Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended June
30, 2021 with management and the independent public accountants.
The Committee has discussed
with the independent public accountants the matters required to be discussed by Statement on Auditing Standard No. 16, as amended (Communications
with Audit Committees). In addition, the Committee has received and reviewed the written disclosures and the letter from the independent
public accountants required by Independence Standards Board No.1 (Independence Discussions with Audit Committees), and has discussed with
the auditors the auditors’ independence.
The Committee considered
and concluded that the provision of non-audit services by the independent public accountants was compatible with maintaining their independence.
In reliance on the reviews
and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements referred
to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
|
|
Audit Committee:
|
|
|
Paul J. Corr, Chairman
|
|
|
Carl Helmetag
|
|
|
Alvin O. Sabo
|
|
|
Roger N. Sexauer II
|
CORPORATE
GOVERNANCE AND NOMINATING COMMITTEE
The Nominating Committee
of the Board of Directors (the “Nominating Committee”) is comprised of five independent directors and operates under a written
charter. A copy of the charter is available on the Company’s website, www.espey.com, under the tab “Corporate Governance”.
The Nominating Committee
will review the present needs of the Board and establish criteria as to particular qualifications in terms of background and experience
that could meet such needs. At a minimum, the Nominating Committee believes that nominees for Directors should have either experience
in the industry in which the Company engages or professional, business or academic qualifications that differ from existing members of
the Board and could augment the aggregate expertise possessed by Board members. In addition to industry experience, the Nominating Committee
will consider the following skill sets and experience; corporate management experience, financial acumen, experience in international
sales, mergers and acquisition experience and corporate governance experience. The Company further believes that all nominees should be
able to make a contribution to the Board that will enhance the development and growth of the Company’s business and shareholder
value; devote adequate time to service as a Director; and work well with other Board members in a collegial manner.
The Nominating Committee
evaluates prospective nominees identified on its own initiative or referred to it by other Board members, management, shareholders or
external sources and all self-nominated candidates. The Nominating Committee will use the same criteria for evaluating candidates nominated
by shareholders and self-nominated candidates as it does for those proposed by other Board members, management and search companies.
The Nominating Committee’s
evaluation of existing Board members and prospective new Board members and the implementation of a diversity policy will be in the context
of determinations made regarding the size of the Board of Directors. The Company is a small business with less than $40 million in sales
and operations at only one location. Due, in part, to the size of the Company’s business and the relatively simple corporate structure,
the Board determined to reduce the fixed number of Directors to six. As existing directors retire, diversity is a factor that will be
considered by the Nominating Committee in selecting new nominees.
The Nominating Committee
will consider bona fide recommendations by shareholders as to potential Director Nominees, who meet the above standards. A shareholder
wishing to submit such a recommendation should send a letter, postmarked no more than 180 days and no later than 120 days prior to the
date on which the Company’s Annual Meeting was held during the prior year, to the Secretary of the Company. In the case of an Annual
Meeting that is called for a date that is not within 30 calendar days before or after the first anniversary date of the Annual Meeting
of Shareholders in the immediately preceding year, any such written proposal of nomination must be received
by the Secretary not less
than five days after the Company shall have issued a press release, filed a periodic report with the Securities and Exchange Commission
or otherwise publicly disseminated notice that an Annual Meeting of Shareholders will be held. The letter must identify its writer as
a shareholder of the Company, provide evidence of the writer’s stock ownership and provide:
|
|
•
|
The name, address, telephone number and social security number of the candidate to be considered;
|
|
|
•
|
A description of understandings, contractual, business or familial relationships between the shareholder
and the candidate, if any, and an unexecuted written consent of the candidate to serve as a director of the Company, if nominated and
elected;
|
|
|
•
|
The candidate’s resume and at least three references;
|
|
|
•
|
A statement of the candidate’s qualifications to serve on the Board of Directors and specified Board
committees which shall include an explanation as to how elements of the candidate’s background and experience would be a benefit
to the Company and its business.
|
All candidates recommended
to the Nominating Committee must meet the independence standards of the NYSE American and the definition of “independent director”
in the Company’s By-Laws.
COMPENSATION
COMMITTEE
The Compensation Committee
of the Board of Directors (the “Committee”) is comprised of two independent directors and operates under a written charter,
adopted on February 20, 2009. A copy of the charter is available on the Company’s website, www.espey.com, under the tab “Corporate
Governance”.
The objectives of the compensation
program are designed to align performance with the interests of shareholders, reward performance, retain and recruit qualified and effective
talent.
The Committee will consult
with senior management to establish, review and evaluate the long-term strategy of executive compensation and the types of stock and other
compensation plans utilized by the Company. The Committee will also assist the Board in the establishment of annual goals and objectives
for the Company’s Chief Executive Officer, as well as consulting with the Chief Executive Officer to establish goals and objectives
for other members of senior management. The Committee will assist the Board in establishing plans for executive officer development. The
Committee has not engaged a compensation consultant in connection with the discharge of its responsibilities.
The Committee is responsible
for recommending to the Board all grants and awards under the Company’s stock option plans and other equity-based plans. It is not
intended that the authority of the Board to make grants under the 2017 Stock Option and Restricted Stock Plan be delegated to the Committee,
but rather that the Committee serve in an advisory capacity. The Committee will also consult with the Chief Executive Officer for senior
management grants and awards. The Board has authorized the Chief Executive Officer to grant up to 2,000 stock options, without further
approval, incidental to the hiring of new senior level employees.
The Committee will review
compensation paid to non-employee directors and make recommendations to the Board for any adjustments.
The Committee will review
and approve, in consultation with the Chief Executive Officer, any severance or similar termination payments proposed to be made to any
current or former executive officer of the Company (other than the current Chief Executive Officer), and review and recommend to the Board
any severance or similar termination payments proposed to be made to the current Chief Executive Officer.
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
Mail can be addressed
to Directors in care of the Office of the Secretary, Espey Mfg. & Electronics Corp., 233 Ballston Avenue, Saratoga Springs, New York
12866. At the direction of the Board of Directors, all mail received will be opened and screened for security purposes. The mail will
then be logged in. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to the Directors
at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed
to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Audit
Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
The following table sets
forth information regarding ownership of the Company’s outstanding Common Stock as of October 15, 2021, by each person or group
who is known to the Company to be the beneficial owner of more than five percent of the outstanding shares of Common Stock:
|
Title
Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership of Class
|
Percent
|
|
Common Stock
|
Renaissance Technologies LLC; Renaissance Technologies Holding Corporation
800 Third Ave,
New York, NY 10022
|
129,114 - Direct (1)
|
5.37%
|
|
|
Stanley Kesselman
c/o Maxim Group
405 Lexington Ave., 2nd Floor
New York, NY 10174
|
239,877 - Direct (2)
|
9.98%
|
|
|
Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust
233 Ballston Ave.
Saratoga Springs, NY 12866
|
768,663 – Indirect (3)
|
28%
|
|
|
(1)
|
The information is from Schedule 13G/A filed February 11, 2021 with the SEC by Renaissance Technologies
LLC (“LLC”) and Renaissance Technologies Holding Corporation (“Holding”). Because of Holding’s majority
ownership of LLC, each of LLC and Holding reports sole voting power over 126,101 shares, and sole dispositive power over 129,114 shares.
|
|
|
(2)
|
The information is from Schedule 13G/A filed January 16, 2020 with the SEC by Mr. Kesselman.
|
|
|
(3)
|
The information is from Schedule 13G filed February 1, 2021 with the SEC. The ESOP holds an aggregate of 768,663 shares of the Company’s
Common Stock (28% of the outstanding shares). The ESOP has the sole voting power with respect to shares held by it which have not been
allocated to participant accounts, and shared voting power with respect to shares held by it which have been allocated to participant
accounts.
|
The ESOP Trustees, Howard Pinsley and Peggy Murphy,
disclaim beneficial ownership of the shares held by the ESOP, with the exception of the 24,616 and 7,077 shares which are allocated to
their respective accounts.
Pursuant to the ESOP, participants are entitled to
instruct the Trustees as to the voting of shares allocated to their accounts unless the Trustees determine that the instructions would
be a violation of ERISA. Subject to ERISA, the Trustees vote the unallocated shares in the manner directed by the Board of Directors of
the Company, which is currently in the same proportion as the instructions received on the allocated shares.
SECURITY OWNERSHIP
OF MANAGEMENT
The following information
is furnished as of October 15, 2021, as to each class of equity securities of the Company beneficially owned by all Directors and Executive
Officers and by Directors and Executive Officers of the Company as a Group:
|
Title Class
|
Name of Beneficial
Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|
|
|
|
|
|
Common Stock
|
Paul J. Corr
|
34,431- Direct (1)
|
1.2%
|
|
|
|
|
|
|
Common Stock
|
Patrick T. Enright, Jr.
|
34,700- Direct (1)
|
1.4%
|
|
|
|
3,713- Indirect (2)
|
|
|
|
|
|
|
|
Common Stock
|
Carl Helmetag
|
32,361- Direct (1)
|
1.2%
|
|
|
|
1,504- Indirect (3)
|
|
|
|
|
|
|
|
Common Stock
|
Peggy Murphy
|
294,129- Direct (1)(4)
|
11.1%
|
|
|
|
7,560- Indirect (2)
|
|
|
|
|
|
|
|
Common Stock
|
David O’Neil
|
26,175 - Direct (1)
|
1.6%
|
|
|
|
17,649 - Indirect (2)
|
|
|
|
|
|
|
|
Common Stock
|
Howard Pinsley
|
366, 434 - Direct (1)(4)
|
14.4%
|
|
|
|
24,616 - Indirect (2)
|
|
|
|
|
|
|
|
Common Stock
|
Alvin O. Sabo
|
18,892 - Direct (1)
|
1.2%
|
|
|
|
13,409 - Indirect (3)
|
|
|
|
|
|
|
|
Common Stock
|
Roger N. Sexauer II
|
4,992 - Direct
|
*
|
|
|
|
|
|
|
Common Stock
|
Katrina Sparano
|
12,150 - Direct (1)
|
*
|
|
|
|
6,000 - Indirect (2)
|
|
|
|
|
|
|
|
Common Stock
|
Michael Wool
|
27,392 - Direct (1)
|
1%
|
|
|
|
|
|
|
|
Officers and Directors
|
851,656 - Direct (1)
|
32.56%
|
|
|
as a Group (10 persons)
|
74,451 - Indirect (2), (3)
|
|
* Less than one percent
1) Direct shares include
options to acquire shares, which are exercisable within 60 days as follows:
|
Name of Beneficial
Owner
|
Exercisable
Options
|
Name of Beneficial
Owner
|
Exercisable
Options
|
|
|
|
|
|
|
Paul J. Corr
|
13,992
|
Howard Pinsley
|
12,392
|
|
Patrick T. Enright, Jr.
|
31,200
|
Alvin O. Sabo
|
12,592
|
|
Carl Helmetag
|
12,392
|
Roger N. Sexauer II
|
3,992
|
|
Peggy Murphy
|
14,100
|
Katrina Sparano
|
12,150
|
|
David O’Neil
|
16,175
|
Michael Wool
|
12,392
|
|
|
2)
|
Includes shares allocated to the named officer as of June 30, 2021, as a participant in the Company’s
ESOP and may reflect dispositions that have occurred since the date of the person’s last ownership report on Form 4. Each
|
|
|
|
such person
has the right to direct the manner in which such shares allocated to him or her are to be voted by the ESOP Trustee.
|
|
|
3)
|
In the case of Mr. Helmetag, represents 1,504 shares held in an IRA account. In the case of Mr. Sabo,
includes 11,999 shares held in an IRA account, and includes 1,410 shares owned by Mr. Sabo’s wife, as to which Mr. Sabo disclaims
beneficial ownership.
|
|
|
4)
|
Includes 279,429 shares owned by the ESOP which have not been allocated to participant accounts as to
which each of Ms. Murphy and Mr. Pinsley disclaim beneficial ownership. Ms. Murphy and Mr. Pinsley serve as Trustees of the ESOP. Pursuant
to the ESOP, participants are entitled to instruct the Trustees as to the voting of shares allocated to their accounts unless the Trustees
determine that the instructions would be a violation of ERISA. Subject to ERISA, the Trustees vote the unallocated shares in the manner
directed by the Board of Directors of the Company, which is currently in the same proportion as the instructions received on the allocated
shares.
|
There are no arrangements
known to the Company, the operation of which may at a subsequent date, result in change of control of the Company.
CODE OF ETHICS
The Company had adopted
a Code of Ethics which is available on the Company’s website at www.espey.com under the tab “Corporate Governance.”
PROPOSAL NO. 2
RATIFICATION OF
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee has
selected Freed Maxick CPAs, P.C. (“Freed Maxick”) as the Company’s independent public accountants for the fiscal year
ending June 30, 2022.
Unless otherwise specified
by the shareholders, the shares represented by their properly executed proxies will be voted for ratification of the appointment of Freed
Maxick as independent accountants for the fiscal year ending June 30, 2022. The Company is advised by said firm that neither the firm
nor any of its members now has, or during the past three years had, any direct financial interest or material indirect financial interest
or any connection with the Company.
A representative of Freed
Maxick is expected to be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so and to be
available to respond to appropriate questions from the shareholders.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF FREED MAXICK CPAS, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 2022.
The fees billed or expected
to be billed for professional services by Freed Maxick for the fiscal years ended June 30, 2021 and June 30, 2020 were:
|
TYPE OF FEES
|
2021
|
2020
|
|
(1) Audit Fees
|
$93,750
|
$93,750
|
|
(2) Audit Related Fees
|
$0
|
$0
|
|
(3) Tax Fees
|
$12,400
|
$12,400
|
|
(4) All Other Fees
|
None
|
None
|
|
Total
|
$106,150
|
$106,150
|
In the above table, in accordance
with the Securities and Exchange Commission’s definitions and rules, “audit fees” are fees for professional services
rendered by the principal accountant for the audit of the Company’s annual financial statements included in Form 10-K and review
of financial statements included in Forms 10-Q, and for services that are normally provided by the principal accountant in connection
with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services by
the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements;
“tax fees” are fees for tax compliance, tax advice and tax planning rendered by the principal accountant. 100% of the services
set forth in items (1) through (3) above were approved by the Audit Committee in accordance with its charter.
COMPLIANCE WITH
SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than ten percent
of a registered class or the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership
with the Securities and Exchange Commission. Based solely upon its review of copies of such reports received by it, or upon written representations
obtained from certain reporting persons, the Company believes that its officers, directors, and stockholders who own more than ten percent
of the Company’s equity securities complied with all Section 16(a) filing requirements for the fiscal year ended June 30, 2021.
ANNUAL REPORTS
The Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2021, including financial statements as filed with the Securities and Exchange
Commission, accompanies this Proxy Statement. Such financial statements are not incorporated herein by reference.
A copy of the Company’s
Annual Report on Form 10-K (including financial statements and schedules thereto) for the fiscal year ended June 30, 2021, filed with
the Securities and Exchange Commission will be provided without charge upon the written request of shareholders to Espey Mfg. & Electronics
Corp., Attention: Investor Relations, 233 Ballston Avenue, Saratoga Springs, New York 12866. The Company’s Form 10-K for the fiscal
year ended June 30, 2021 can also be viewed electronically through a link at the Company’s website at www.espey.com.
SHAREHOLDER PROPOSALS
Any shareholder proposal
which may be a proper subject for inclusion in the proxy statement and for consideration at the 2022 Annual Meeting must be received by
the Company at its Principal Executive Office no later than July 8, 2022, if it is to be included in the Company’s 2022 proxy statement
and proxy form. In addition, the Company’s By-Laws outline procedures that a shareholder must follow to nominate directors or to
bring other business before an Annual Meeting of Shareholders. Except as required under the Business Corporation Law of New York, shareholder
proposals will not be considered at special meetings.
PROXY SOLICITATION
The solicitation of the
enclosed proxy is being made on behalf of the Board of Directors and the cost of preparing and mailing the Notice of Meeting, Proxy Statement
and form of proxy to shareholders is to be borne by the Company.
|
|
By Order of the Board of Directors,
|
|
|
Patrick T. Enright Jr.
|
|
|
President and Chief Executive Officer
|
October 28, 2021
Saratoga Springs, New York
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card
A Proposals — The Board of Dirreeccttoorrss rreeccoommmmeennddsa avovtoeteFOFRORalal ltlhtehenonmomineineeselsisltiestde,dFOaRndPFroOpRoPsarolspXos–alX2a.nd for every X YEARS on Proposal X.
For Withhold For Withhold +
1. TO ELECT: two Class A Directors Carl Helmetag and David O’Neil to serve for a three year term expiring at the 2024 annual meeting or until their respective successors are duly
elected and qualify.
01 - Carl Helmetag 02 - David O’Neil
2. TO RATIFY the appointment of Freed Maxick CPAs, P.C. as the Company’s independent public accountants for the fiscal year ending June 30, 2022.
For Against Abstain
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
03IYPB
1 U P X +
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON DECEMBER 10, 2021.
THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT:
WWW.EDOCUMENTVIEW.COM/ESP
Proxy — ESPEY MFG. & ELECTRONICS CORP. +
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE
2021 ANNUAL MEETING OF SHAREHOLDERS December 10, 2021
The undersigned hereby appoints Paul Corr and Michael Wool as Proxies, each with the power to appoint his substitute, and hereby authorizes them or any one of them to represent and to vote, as designated below, all the shares of common stock of ESPEY MFG. & ELECTRONICS CORP. which the undersigned would be entitled to vote if personally present at the 2021 Annual Meeting of Shareholders to be held on December 10, 2021 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporation name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
C Non-Voting Items
Change of Address — Please print new address below.
+
Espey Manufacturing and ... (AMEX:ESP)
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부터 1월(1) 2025 으로 2월(2) 2025
Espey Manufacturing and ... (AMEX:ESP)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
