Frequency Electronics (FEIM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 8, 2025, to elect five directors, ratify the auditor, and hold advisory votes on executive compensation and its voting frequency.

• Only stockholders of record as of August 21, 2025, are entitled to vote.

• Proxy solicitation costs are estimated not to exceed $10,000, with the company bearing all expenses.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Grant Thornton LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE YEAR frequency on say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by April 30, 2026.

Board of directors and corporate governance

• Board consists of five members: four independent and one management director, compliant with NASDAQ requirements.

• Directors bring expertise in finance, government, IT, international business, and risk oversight.

• No family relationships or recent legal proceedings involving directors or executives.

• Board leadership is separated between Chairman and CEO.

• Board committees (Audit, Compensation, Nominating/Governance) are composed entirely of independent directors.

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