Espey Mfg. & Electronics Corp. (NYSE American: ESP) reports 2025 vote results
Rhea-AI Filing Summary
Espey Mfg. & Electronics Corp. reported the results of its 2025 Annual Meeting of Stockholders held on December 5, 2025. Stockholders elected Nancy Patzwahl as the Class B Director for a three-year term ending at the 2028 annual meeting, with 1,566,288 votes for, 25,831 withheld, and 654,536 broker non-votes.
On an advisory basis, stockholders approved the compensation of the Company’s named executive officers, with 1,064,634 votes for, 472,064 against, and 55,421 abstentions, plus 654,536 broker non-votes. They also expressed a preference to hold this advisory vote every three years, and the Board decided to follow this schedule, with the next vote planned for 2028.
Stockholders ratified the appointment of Withum, successor to Freed Maxick, P.C., as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 2,108,397 votes for, 17,505 against, and 120,753 abstentions. The Company later announced that Nancy Patzwahl was appointed Chair of the Audit Committee effective December 5, 2025, succeeding Paul Corr, who remains a director and Audit Committee member.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 Submissions of Matters to a Vote of Security Holders
Espey Mfg. & Electronics Corp. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on December 5, 2025. At the Annual Meeting, the stockholders of the Company elected Nancy Patzwahl to the Board of Directors as the Class B Director of the Company for a three-year term until the 2028 Annual Meeting of Shareholders or until her successor is duly elected and qualified.
| Nominee | Votes For | Withholds | Broker Non-Votes |
| Nancy Patzwahl | 1,566,288 | 25,831 | 654,536 |
The compensation of the Company’s Named Executive Officers in the Company’s proxy statement for the 2025 annual meeting was voted on an advisory non-binding basis. The result of the vote was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,064,634 | 472,064 | 55,421 | 654,536 |
The stockholders also voted, on an advisory non-binding basis, on the frequency of the vote to approve the compensation of the Named Executive Officers. The result of the vote was as follows:
| Three Years | Two Years | One Year | Abstentions | Broker Non-Votes |
| 691,194 | 85,886 | 807,607 | 7,432 | 654,536 |
In addition, the proposal to ratify the appointment of Withum, successor to Freed Maxick, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was approved at the Annual Meeting:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2,108,397 | 17,505 | 120,753 | 0 |
Following the Annual Meeting, the Company’s Board of Directors determined that the vote of the stockholders to approve the compensation of the Company’s Named Executive Officers on an advisory non-binding basis should be every three years, with the next such vote to occur at the Company’s annual meeting of stockholders to be held in 2028.
ITEM 8.01 Other Events
On December 8, 2025, Espey Mfg. & Electronics Corp. issued a press release announcing the appointment of Nancy Patzwahl as Chair of the Audit Committee effective December 5, 2025, succeeding Paul Corr. Mr. Corr retains his position as a board member and member of the Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
| Exhibit No. | Document | |
| 99.1 | Press Release dated December 8, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 9, 2025 | ESPEY MFG. & ELECTRONICS CORP. | |
| By: | /s/ Kaitlyn O’Neil | |
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Kaitlyn O’Neil Principal Financial Officer
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FAQ
What did Espey Mfg. & Electronics Corp. (ESP) stockholders approve at the 2025 annual meeting?
Stockholders elected Nancy Patzwahl as Class B Director for a three-year term, gave advisory approval to named executive officer compensation, chose a three-year frequency for future say-on-pay votes, and ratified Withum as independent registered public accounting firm for the fiscal year ending June 30, 2026.
How did Espey (ESP) stockholders vote on the election of Nancy Patzwahl?
Nancy Patzwahl received 1,566,288 votes for and 25,831 votes withheld, with 654,536 broker non-votes, and was elected as Class B Director until the 2028 annual meeting or until her successor is elected and qualified.
What were the results of Espey (ESP) say-on-pay vote for executive compensation?
On an advisory, non-binding basis, compensation for named executive officers received 1,064,634 votes for, 472,064 votes against, 55,421 abstentions, and 654,536 broker non-votes, indicating stockholder support for the existing pay program.
How often will Espey (ESP) hold advisory votes on executive compensation?
Stockholders indicated a preference for a three-year frequency, with votes of 691,194 for three years, 85,886 for two years, 807,607 for one year, and 7,432 abstentions, plus 654,536 broker non-votes. The Board chose to hold the next advisory vote in 2028.
Who is Espey (ESP) using as its independent auditor for the year ending June 30, 2026?
Stockholders ratified Withum, successor to Freed Maxick, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 2,108,397 votes for, 17,505 against, and 120,753 abstentions.
What board and committee changes were announced by Espey (ESP)?
Nancy Patzwahl was elected to the Board as Class B Director and was later appointed Chair of the Audit Committee effective December 5, 2025, replacing Paul Corr as chair. Mr. Corr remains a board member and Audit Committee member.
