In accordance with the rules promulgated by the SEC, any stockholder who wishes to submit a proposal for inclusion in the proxy material to be distributed by the Company in connection with the 2018 Annual Meeting of Stockholders must submit such proposal to the Company no later than July 11, 2018.
Assuming that the Company's 2018 Annual Meeting of Stockholders is held on schedule, the Company must receive notice of a stockholder's intention to introduce a nomination or other item of business at that meeting no earlier than July 11, 2018, and no later than August 10, 2018. Stockholder proposals delivered before July 11, 2018 or after August 10, 2018 will be considered untimely. If the Company does not receive notice by August 10, 2018, or if the Company meets certain other requirements of the SEC rules, the persons named as proxies in the proxy materials relating to that meeting will use their discretion in voting the proxies when these matters are raised at the meeting. The business of the Company’s 2018 Annual Meeting of Stockholders shall not include voting on any stockholder nominee or proposal if proper notice as to such nominee or proposal is not properly delivered to the Company in accordance with these deadlines and the Company’s Bylaws.
EXECUTIVE OFFICERS
The executive officers hold office until the annual meeting of the Board of Directors following the annual meeting of stockholders, subject to earlier removal by the Board of Directors.
The names of all executive officers of the Company and all positions and offices with the Company which they presently hold are as follows:
Martin B. Bloch
|
-
|
President, Chief Executive Officer and Director
|
Markus Hechler
|
-
|
Executive Vice President, President of FEI Government Systems, Inc. and Secretary and Treasurer
|
Oleandro Mancini
|
-
|
Senior Vice President, Business Development
|
Steven Strang
|
-
|
President, FEI-Zyfer
|
James Davis
|
-
|
President, FEI-Elcom Tech
|
Thomas McClelland
|
-
|
Vice President, Advanced Development
|
Adrian Lalicata
|
-
|
Vice President, RF & Microwave Systems
|
Steven Bernstein
|
-
|
Chief Financial Officer
|
Stanton Sloane
|
-
|
Chief Operating Officer
|
Martin B. Bloch, age 81, has been a Director of the Company and of its predecessor since 1961. Mr. Bloch is the Company’s President and Chief Executive Officer and has held such positions since inception of the Company, except for the period from December 1993 through October 1998 when General Franklin held the CEO position. Previous to forming the Company, Mr. Bloch served as chief electronics engineer of the Electronics Division of Bulova Watch Company.
Markus Hechler, age 71, joined the Company in 1967. He was elected to the position of Executive Vice President in February 1999, prior to which he served as Vice President, Manufacturing since 1982. In October 2001, he was named President of the Company’s subsidiary, FEI Government Systems, Inc. He has served as Assistant Secretary since 1978, and in April 2016 was appointed Secretary and Treasurer.
Oleandro Mancini, age 68, joined the Company in August 2000 as Vice President, Business Development and was promoted to Senior Vice President in 2010. Prior to joining the Company, Mr. Mancini served from 1998 as Vice President, Sales and Marketing at Satellite Transmission Systems, Inc. and from 1995 to 1998 as Vice President, Business Development at Cardion, Inc., a Siemens A.G. company. From 1987 to 1995, he held the position of Vice President, Engineering at Cardion, Inc.
Steven Strang, age 53, was named President of FEI-Zyfer, Inc., effective May 1, 2005. Previously, Mr. Strang was Executive Vice President of this subsidiary and its predecessor companies where he has served for 20 years in various technical and management positions.
James Davis, age 64, is the President of FEI-Elcom Tech, Inc. which the Company acquired in February 2012. Mr. Davis was named an officer of the Company in October 2013. Mr. Davis became the president of Elcom Technologies, Inc., the pre-acquisition company, on September 20, 2007. Prior to joining FEI-Elcom, Mr. Davis held leadership positions at other technology companies including General Manager of Hewlett Packard’s (Agilent) Semiconductor Systems Center, Vice President and General Manager of Schlumberger Technologies N.A. and Vice President and General Manager of Gretag Macbeth LLC. Mr. Davis also held the rank of Captain as a U.S. Army Special Forces Team Commander.
Thomas McClelland, age 62, joined the Company as an engineer in 1984 and was elected Vice President, Commercial Products in March 1999. In fiscal year 2011, Mr. McClelland’s title was modified to Vice President Advanced Development to describe his expanded role in the Company.
Adrian Lalicata, age 70, joined the Company in 2006 as Vice President, RF & Microwave Systems. Prior to joining the Company, Mr. Lalicata served as Vice President of Engineering at Herley-CTI and Communication Techniques, a Dover Company. Mr. Lalicata has served as Director of Engineering at Microphase Corp. and Adcomm, Inc. He also held leading engineering positions at Loral Electronic Systems, Cardion Electronics, and Airborne Instruments Laboratories.
Steven L. Bernstein, age 52, joined the Company in April 2010 as its Controller and was appointed to the position of Chief Financial Officer in April 2016. Prior to joining the Company, Mr. Bernstein worked in the North America accounting group of a Fortune 500 electronics distributor.
Stanton D. Sloane, age 66, has been a Director of the Company since August 2016 and has served as the Chief Operating Officer of the Company since September 2017. Prior to joining the Company, Dr. Sloane was President and Chief Executive Officer of Comtech Telecommunications Corp. from January 2015 until September 2016 and a director of Comtech from January 2012 until September 2016. Prior to joining Comtech, Dr. Sloane was President and CEO and a Director of Decision Sciences International Corporation, a privately-held advanced security and detection systems company, from August 2011 through January 2015. Prior to that, he served as President and CEO and a Directors of SRA, an information solutions company. He served as President and CEO of SRA from April 2007 through July 2011, during which time he helped lead the sale of SRA to a private equity firm. Prior to joining SRA, he was Executive Vice President of Lockheed Martin's Integrated Systems & Solutions from June 2004 until April 2007.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 13, 2017, information concerning the beneficial ownership of the Common Stock by (i) each person who is known by the Company to own beneficially more than 5% of the Common Stock, (ii) each of the Company's directors and nominees for director, (iii) each of the Company's Named Executive Officers who were serving as executive officers at the end of the last completed fiscal year, and (iv) all directors and executive officers of the Company as a group:
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership (1)
|
|
|
Percent of Class (2)
|
|
Edenbrook Capital, LLC (5)
2 Depot Plaza
Bedford Hills, New York 10507
|
|
|
1,075105
|
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|
Privet Fund LP (3)
79 West Paces Ferry Road
|
|
|
|
|
|
|
|
|
200B
|
|
|
|
|
|
|
|
|
Atlanta, GA 30305
|
|
|
1,043,947
|
|
|
|
12.0
|
%
|
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors LP (4)
|
|
|
|
|
|
|
|
|
6300 Bee Cave Road, Bldg One
|
|
|
|
|
|
|
|
|
Austin, TX 78746
|
|
|
692,926
|
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
North Star Partners L.P. (6)
|
|
|
|
|
|
|
|
|
274 Riverside Avenue
|
|
|
|
|
|
|
|
|
Westport, CT 06880
|
|
|
458,510
|
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
Frequency Electronics, Inc.
|
|
|
|
|
|
|
|
|
401(k) Savings Plan (8)
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
749,075
|
|
|
|
8.6
|
%
|
|
|
|
|
|
|
|
|
|
Martin B. Bloch (9) (12)
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
1,052,435
|
|
|
|
12.1
|
%
|
|
|
|
|
|
|
|
|
|
Russell M. Sarachek (7)
|
|
|
|
|
|
|
|
|
c/o Contra Capital Management, LLC
|
|
|
|
|
|
|
|
|
945 Fifth Avenue
|
|
|
|
|
|
|
|
|
New York, New York 10021
|
|
|
344,000
|
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
Lance W. Lord
|
|
|
|
|
|
|
|
|
1110 Trumpeters CT.E.
|
|
|
|
|
|
|
|
|
Monument, CO 80132
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Joel Girsky (10)
|
|
|
|
|
|
|
|
|
c/o Frequency Electronics, Inc.
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
88,050
|
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
S. Robert Foley (11)
|
|
|
|
|
|
|
|
|
One Lakeside Dr.
|
|
|
|
|
|
|
|
|
Oakland, CA 94612
|
|
|
37,050
|
|
|
less than 1
|
%
|
|
|
|
|
|
|
|
|
|
Richard Schwartz (11)
|
|
|
|
|
|
|
|
|
4427 Golf Course Dr.
|
|
|
|
|
|
|
|
|
Westlake Village, CA 91362
|
|
|
63,050
|
|
|
less than 1
|
%
|
|
|
|
|
|
|
|
|
|
Stanton D. Sloane
|
|
|
|
|
|
|
|
|
c/o Frequency Electronics, Inc.
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Markus Hechler (12)
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
73,731
|
|
|
less than 1
|
%
|
|
|
|
|
|
|
|
|
|
Oleandro Mancini (12)
|
|
|
|
|
|
|
|
|
55 Charles Lindbergh Blvd.
|
|
|
|
|
|
|
|
|
Mitchel Field, NY 11553
|
|
|
103,826
|
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
All executive officers
|
|
|
|
|
|
|
|
|
and directors as a group
|
|
|
|
|
|
|
|
|
(18 persons)
|
|
|
3,248,490
|
|
|
|
37.2
|
%
|
Notes:
(1) Each person has sole voting and investment power over the shares reported, except as noted.
(2) Based on 8,729,682 shares outstanding as of September 13, 2017.
(3) Collectively, the Privet Fund LP, Privet Fund Management LLC, Ryan Levenson and General Lance Lord (collectively, the “Privet Group”) may be deemed to beneficially own 1,043,947 shares of our common stock. Per a Schedule 13D dated July 7, 2016, Ben Rosenzweig and James Henderson are also members of the Privet Group. The principal business of Privet Fund LP is that of private funds engaged in investment in securities for their own account. Privet Fund Management LLC is the Managing Partner of Privet Fund LP, and Ryan J. Levenson is the sole managing member of Privet Fund Management LLC. Per the Schedule 13D dated July 25, 2013 by the Privet Group, as amended, Privet Fund Management LLC and Mr. Levenson may be deemed to hold shared voting power and dispositive power with respect to the shares of our Common Stock held by Privet Fund LP, and Mr. Levenson may be deemed to hold shared voting and dispositive power with respect to the shares of our Common Stock held by Privet Fund Management LLC. Each of Privet Fund LP, Privet Fund Management LLC and Mr. Levenson disclaims beneficial ownership of our shares of Common Stock held by other members of the Privet Group except as expressly set forth in the Schedule 13D. Ben Rosenzweig, General Lance W. Lord, and James Henderson may not be deemed to hold any shared voting and dispositive power with respect to the shares of our Common Stock held by the Privet Group. As reported in the Schedule 13D (Amendment number 8) filed by the Privet Group on September 12, 2017, as of September 20, 2017, Mr. Henderson, Mr. Rosenzweig and General Lord are no longer members of a “group” with the Privet Fund LP, Privet Fund Management LLC and Ryan Levenson and shall no longer be deemed to be reporting persons for purposes of the Privet Group 13D.
(4) As reported in a Form 13F for the quarter ended June 30, 2017, filed by Dimensional Fund Advisors LP (“Dimensional”), which is an investment advisor registered under the Investment Advisors Act of 1940. Per a Schedule 13G filing dated February 9, 2017, Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager to certain other commingled group trusts and separate accounts. Per the Form 13F, in its role as investment advisor or manager, Dimensional possesses investment power over 692,926 shares and voting authority over 685,220 shares that are owned by such investment companies, commingled group trusts and separate accounts, and Dimensional disclaims beneficial ownership of such securities.
(5) As reported in a Schedule 13D dated July 14, 2017, filed collectively by Edenbrook Capital, LLC, Edenbrook Long Only Value Fund LP and Jonathan Brolin. The principal business of Edenbrook Capital, LLC is that of investment manager to certain private investment funds, Edenbrook Long Only Value Fund LP is a Delaware limited partnership with respect to the common stock owned by such private investment funds and Jonathan Brolin is the Managing Member of Edenbrook Capital, LLC and, as such, is in the position to determine the investment and voting decisions made by Edenbrook Capital, LLC. Each of Jonathan Brolin, Edenbrook Capital, LLC and Edenbrook Long Only Value Fund LP each specifically disclaim beneficial ownership in our shares, except to the extent of their pecuniary interest therein.
(6) As reported in a Schedule 13G dated February 14, 2017, filed collectively by North Star Partners, L.P., North Star Partners II, L.P., NS Advisors, LLC, and Andrew R. Jones (collectively, the “North Star Group”). The principal business of the North Star Group is that of investment manager to certain private investment funds, and Andrew R. Jones is the Managing Member of NS Advisors, LLC which is the general partner of North Star Partners, L.P. and North Star Partners II, L.P. and, as such, is in the position to determine the investment and voting decisions made by the North Star Group. Andrew R. Jones disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest.
(7) Mr. Sarachek is deemed to be the indirect beneficial owner of 334,000 shares owned by Contra Capital Management, LLC, of which he is the sole managing member, by virtue of his having sole investment discretion and voting control over the shares.
(8) Represents shares of stock held by the Frequency Electronics, Inc. 401(k) Savings Plan, a profit sharing plan and trust under section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Savings Plan”), all of which shares have been allocated to the individual accounts of employees of the Company (including the Named Executive Officers). In May 2015, the Frequency Electronics, Inc. ESOP Trust (the “Trust”) for the Company's Employee Stock Ownership Plan (“ESOP”) was merged into the 401(k) Savings Plan. All ESOP shares allocated to the individual accounts of employees of the Company were re-allocated to the individual accounts (including those of the Named Executive Officers) in the 401(k) Savings Plan.
(9) Includes 71,000 shares owned by members of Mr. Bloch's immediate family, 197,748 shares held by a partnership over which Mr. Bloch maintains discretionary control and 39,600 shares held in trust for Mr. Bloch's wife for which General Franklin is the trustee. Mr. Bloch disclaims beneficial ownership of such shares.
(10) Includes 7,500 shares granted to an officer of the Company pursuant to a stock purchase agreement in connection with the Company's Restricted Stock Plan.
(11) The Company awarded stock appreciation rights (“SARs”) to each of the Directors who were Directors on the date of the award as follows: (i) 10,000 shares at an exercise price of $10.98 on February 7, 2017 and 10,000 shares at an exercise price of $10.58 on August 19, 2017. (ii) 10,000 shares at an exercise price of $13.24 on April 30, 2015, (iii) 10,000 shares at an exercise price of $10.38 on August 9, 2013, (iv) 10,000 shares at an exercise price of $8.82 on October 3, 2012, (v) 10,000 shares at an exercise price of $7.25 on December 19, 2011, (vi) 10,000 shares at an exercise price of $9.70 on April 12, 2011, (vii) 10,000 shares at an exercise price of $4.60 on October 27, 2009, and (viii) 6,000 shares at an exercise price of $3.15 on January 31, 2009.
(12) Includes the number of shares which, as at September 13, 2017, were deemed to be beneficially owned by the persons named below, by way of their respective rights to acquire beneficial ownership of such shares within 60 days through (i) the exercise of options or SARs; (ii) the automatic termination of a trust, discretionary account, or similar arrangement; or (iii) by reason of such person's having sole or shared voting powers over such shares. The following table sets forth for each person named below the total number of shares which may be so deemed to be beneficially owned by him and the nature of such beneficial ownership:
Name
|
|
Profit Sharing Plan & Trust
401(k)
(a)
|
|
|
ISO, NQSO or SAR
Shares
(b)
|
|
Martin B. Bloch
|
|
|
31,737
|
|
|
|
369,237
|
|
Markus Hechler
|
|
|
15,531
|
|
|
|
73,031
|
|
Oleandro Mancini
|
|
|
6,267
|
|
|
|
98,767
|
|
All Directors and
Officers as a Group
(16 persons)
|
|
|
77,645
|
|
|
|
878,000
|
|
(a) Includes all shares allocated under the Company's 401(k) Savings Plan including those shares allocated from the former ESOP plan following the May 2015 plan merger. This plan permits eligible employees, including officers, to defer a portion of their income through voluntary contributions to the plan. Under the provisions of the plan, the Company made discretionary matching contributions of the Company's Common Stock. All participants in the plan become fully vested in the Company contribution after six years of employment. All of the officers named above are fully vested in the shares attributable to their accounts. Upon the allocation of shares to an employee's 401(k) Savings Plan account, either the Company or the employee may direct the 401(k) Savings Plan trustees in the exercise of the voting rights of such shares.
(b) All amounts in this column represent the number of shares that may be obtained upon exercise of SARs in which the officers are fully vested or may become vested within 60 days of September 13, 2017. Such grants have been made under the Company's 2005 Stock Award Plan. For the individual grants, exercise prices and expiration dates for the Named Executive Officers, see “Outstanding Equity Awards at Fiscal Year-End.”
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, officers and any person who is the beneficial owner of more than 10% of the Company’s equity securities (“10% stockholder”) to file reports of ownership and reports of changes in ownership of the Company’s Common Stock and other equity securities with the SEC. Directors, executive officers and 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file. Based on a review of the copies of such reports furnished to it, the Company believes that during the fiscal year ended April 30, 2017, the Company’s directors, officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them.
CERTAIN INFORMATION AS TO COMMITTEES AND MEETINGS OF THE BOARD
During the past fiscal year, four (4) meetings of the Board were held. Each of the Company’s directors attended, in person or telephonically, all of the meetings of the Board and of the meetings of committees of the Board of which such director was a member that were held during the past fiscal year.
In addition to attendance at Board meetings, the Board encourages, but does not require, all directors to attend annual meetings of the Company’s stockholders. All of the Company’s directors attended the Company’s 2016 annual meeting of stockholders except one who participated telephonically.
Audit Committee
The Audit Committee consists of the following five independent directors: Messrs. Foley, Girsky, Lord, Sarachek and Schwartz. Each of these directors is independent in accordance with the independence standards for audit committee membership set forth in Section 10A (m)(3) of the Exchange Act and the listing standards of NASDAQ, upon which the Company’s Common Stock is listed and trades. The Board has determined that each member of the Audit Committee is able to read and understand fundamental financial statements. In addition, the Board has determined that Mr. Girsky, chairman of the Audit Committee, satisfies the SEC’s criteria as an “audit committee financial expert.” Each of Mr. Levenson and Mr. Sloane were members of the audit committee until September 12, 2017. Mr. Levenson resigned from the audit committee at the same time he resigned from the Board. Mr. Sloane resigned from the audit committee upon his appointment to Chief Operating Officer of the Company.
The Audit Committee has procedures in place to receive, retain and handle complaints received regarding accounting, internal controls or auditing matters and to allow for the confidential and anonymous submission by anyone of concerns regarding questionable accounting or auditing matters.
The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The functions of the Audit Committee include, without limitation, (i) responsibility for the appointment, compensation, retention and oversight of the Company’s independent auditors, (ii) review and pre-approval of all audit and non-audit services provided to the Company by the independent auditors, other than as may be allowed by applicable law, and (iii) review of the annual audited and quarterly consolidated financial statements. The Audit Committee Charter, which describes all of the Audit Committee’s responsibilities, is posted on the Company’s website at
http://www.frequencyelectronics.com
.
The Audit Committee held four (4) meetings during the last fiscal year. For the Audit Committee’s report, see “Report of the Audit Committee,” below.
Compensation Committee
The Compensation Committee consists of the following five independent directors: Messrs. Foley, Girsky, Lord, Sarachek and Schwartz. The Compensation Committee adopted a formal charter, which is posted on the Company’s website at
http://www.frequencyelectronics.com
. The Compensation Committee is responsible for determining remuneration arrangements for the highest paid executives and oversees the Company's stock option, bonus and other incentive compensation plans. The Compensation Committee may not delegate these responsibilities. Because the fiscal year 2017 remuneration arrangements for the Company’s highest paid executives remained largely unchanged from fiscal year 2016, the Compensation Committee held one (1) meeting during fiscal year 2017. Each of Mr. Levenson and Mr. Sloane were members of the compensation committee until September 12, 2017. Mr. Levenson resigned from the compensation committee at the same time he resigned from the Board. Mr. Sloane resigned from the compensation committee upon his appointment to Chief Operating Officer of the Company.
The Company’s President and Chief Executive Officer, Martin Bloch, recommends to the Compensation Committee base salary, bonus payouts from the short-term incentive pool and long-term incentive grants for the Company’s officers (other than himself) and other eligible employees (see “Executive Compensation” below). Mr. Bloch makes these recommendations to the Compensation Committee based on input from the Company’s Human Resources Manager using compensation data as described below, as well as qualitative judgments regarding individual performance. The Compensation Committee reviews and considers Mr. Bloch’s recommendations prior to making its own recommendations to the Board. Mr. Bloch is not involved with any aspect of determining his own pay. Mr. Bloch’s compensation is based upon an employment agreement dated March 17, 2008, a description of which is found below.
In order to assess whether the compensation program that the Company provides to its executive officers is competitive, its human resources department annually participates in a survey of electronics companies in the New York metropolitan area. This survey compares base salaries by job type as well as benefits offered by other companies in the electronics industry. The Compensation Committee has established salaries and benefits which are in the mid-range of those companies which participate in this survey.
Director Nominations
The Company does not have a formal nominating or corporate governance committee. New director nominations, which are infrequent, and compliance with corporate governance rules, are reviewed and approved by the independent directors. By Board resolution, the Company has determined that if a new director is to be nominated, the independent directors of the Company (currently Messrs. Foley, Girsky, Lord, Sarachek and Schwartz.) will conduct interviews of qualified candidates and, as appropriate, will recommend selected individuals to the Board. The independent directors consider director candidates based on criteria approved by the Board, including such individuals' backgrounds, skills, expertise, accessibility and availability to serve constructively and effectively on the Board. The Board has no formal policy on the consideration to be given to diversity in the nomination process, other than to seek candidates who have skills and experience that are appropriate to the position and complementary to those of the other board members or candidates using the criteria identified above. The Company may retain a director search firm to assist it in identifying qualified director nominees.
Director Candidates Proposed by Stockholders
The Company will consider recommendations for director candidates submitted in good faith by stockholders of the Company. A stockholder recommending an individual for consideration by the Board (and the independent directors) must provide (i) evidence in accordance with Rule 14a-8 of the Exchange Act of compliance with the stockholder eligibility requirements, (ii) the written consent of the candidate(s) for nomination as a director, (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director, and (iv) all information regarding the candidate(s) and the stockholder that would be required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board, including, without limitation, name, age, business and residence address and principal occupation or employment during the past five years. Stockholders should send the required information to the Company at 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553, Attention: Corporate Secretary.
For a recommendation to be considered by the Company for the 2018 Annual Meeting of Stockholders, the Company's Corporate Secretary must receive the recommendation no later than 5:00 PM, local time, on July 11, 2018. Such recommendations must be sent via registered, certified or express mail (or other means that allows the stockholder to determine when the recommendation was received by the Company). The Company's Corporate Secretary will send properly submitted stockholder recommendations to the independent directors for consideration at a future meeting. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration as other individuals evaluated by the independent directors.
CORPORATE GOVERNANCE MATTERS
Communications with Directors
Stockholders and other interested parties may communicate directly with any Director, including any non-management member of the Board, by writing to the attention of such individual at the following address: Frequency Electronics, Inc., 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553, Attention: Corporate Secretary. The Company’s Secretary will distribute any stockholder communications received to the Director(s) to whom the letter is addressed or to all of the Directors if addressed to the entire Board.
Communications that are intended for the non-management directors generally should be marked “Personal and Confidential” and sent to the attention of the Chairman of the Audit Committee. The Chairman will distribute any communications received to the non-management member(s) to whom the communication is addressed.
Executive Sessions of Independent Directors
The independent directors regularly meet without any management directors or employees present. Such executive sessions are held at least annually and as often as necessary to fulfill the independent directors’ responsibilities.
Size of Board
The Company's Amended and Restated Bylaws provide that the size of the Board shall consist of not less than three (3) but not more than twelve (12) members, as determined from time to time by the Board.
On September 12, 2017, Mr. Levenson resigned from the Board and all committees thereof effective as of September 12, 2017. Also on September 12, 2017, Dr. Sloane was appointed to serve as the Chief Operating Officer of the Company, effective as of September 12, 2017. Dr. Sloane remains on the Board but resigned from the Audit and Compensation Committees as of September 12, 2017
because he is no longer deemed an “independent” director, as defined in the NASDAQ listing standards.
Code of Ethics
All directors, officers and employees of the Company must act ethically and in accordance with the Company’s Code of Ethics (the “Code of Ethics”). The Code of Ethics satisfies the definition of “code of ethics” under the rules and regulations of the SEC and is available on the Company’s website at http://www.frequencyelectronics.com. The Code of Ethics is also available in print to anyone who requests it by writing to the Company at the following address: Frequency Electronics, Inc., 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553, Attention: Ethics Officer. Annually, the Company’s Directors review the Code of Ethics and the report of the Company’s Ethics Committee.
Board Leadership Structure
The positions of Chairman of the Board and Chief Executive Officer are currently held by different persons. The Board believes that having a separate Chairman allows the Chief Executive Officer, Mr. Bloch, to focus on the day-to-day management of the Company while enabling the Board to maintain an independent perspective on the activities of the Company and executive management.
Board Risk Oversight
The Company’s senior management manages the day-to-day risks facing the Company under the oversight and supervision of the Board, which oversees the Company’s risk management strategy, focusing on the adequacy of the Company’s risk management and mitigation processes. The Board’s role in the risk oversight process includes receiving regular reports from senior management on areas of material risk, including operational, financial, legal and regulatory and strategic and reputational risks. The full Board receives these reports to enable it to understand the Company’s risk identification, risk management and risk mitigation strategies. While the full Board is ultimately responsible for risk oversight at the Company, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting and internal controls. In performing its functions, the Audit Committee has access to management and is able to engage advisors, if deemed necessary. The Board receives regular reports from the Audit Committee regarding its areas of focus.