Business Context and Reporting Period
This Form 8-K filing by Espey Mfg. & Electronics Corp. (ESP) reports on corporate governance events occurring at the Annual Meeting of Stockholders held on December 5, 2025. The filing details the election of directors, advisory votes on executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a Current Report regarding corporate events and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Corporate Actions
- Director Election: Stockholders elected Nancy Patzwahl as a Class B Director for a three-year term ending in 2028. She received 1,566,288 votes for, with 25,831 votes withheld.
- Executive Compensation Vote (Say-on-Pay): The advisory vote on Named Executive Officer compensation was approved with 1,064,634 votes for and 472,064 votes against.
- Compensation Frequency: Stockholders voted to hold the advisory compensation vote every three years (691,194 votes for), with the next vote scheduled for 2028.
- Auditor Ratification: The appointment of Withum (successor to Freed Maxick, P.C.) as the independent registered public accounting firm for the fiscal year ending June 30, 2026, was approved with 2,108,397 votes for.
- Committee Appointment: Nancy Patzwahl was appointed Chair of the Audit Committee effective December 5, 2025, succeeding Paul Corr, who remains a board member and Audit Committee member.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of material risks and contingencies. It is strictly a report of voting results and board appointments.
Investor Verification Checklist
- Verify the new composition of the Board of Directors and Audit Committee leadership.
- Confirm the transition of the independent auditor to Withum for the fiscal year ending June 30, 2026.
- Note the shareholder preference for a three-year cycle for executive compensation advisory votes.
- Review the attached press release (Exhibit 99.1) for further details on the Audit Committee Chair appointment.