Frequency Electronics (FEIM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 8, 2024, to elect four directors, ratify the appointment of Grant Thornton LLP as auditor, hold a say-on-pay vote, and approve an amended Stock Award Plan.

• Only stockholders of record as of August 16, 2024, are entitled to vote; 9,566,918 shares of common stock are outstanding.

• Proxy solicitation costs are estimated not to exceed $10,000.

Voting matters and shareholder proposals

• Four directors are nominated for election, all of whom are independent under NASDAQ standards.

• Proposal to ratify Grant Thornton LLP as independent auditor for fiscal year ending April 30, 2025.

• Non-binding advisory vote on executive compensation (say-on-pay) is included.

• Proposal to approve an amended and restated Stock Award Plan, reserving an additional 700,000 shares for equity awards.

• Shareholder proposals for the 2025 meeting must be submitted by April 30, 2025.

Board of directors and corporate governance

• Board consists of four independent directors with diverse experience in finance, government, IT, and public companies.

• No current board member meets NASDAQ's diversity requirement; the company is actively seeking diverse candidates.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each composed of independent directors.

• All directors attended all board and committee meetings in the past fiscal year.

• Code of Ethics and Corporate Governance Guidelines are reviewed annually and available on the company website.