Frequency Electronics, Inc. filings document regulatory disclosures for an operating company that designs, develops and manufactures precision timing, frequency control and RF products. Recent Form 8-K reports cover quarterly and annual results of operations, financial condition, press-release exhibits, and capital-allocation actions such as a common-stock repurchase authorization.
Proxy and annual-meeting filings describe board elections, auditor ratification, advisory executive-compensation votes and the frequency of future say-on-pay votes. The filing record also identifies common-stock voting matters, governance procedures, exhibit filings and Exchange Act reporting status for the company’s public securities.
Frequency Electronics, Inc. elected Allen Kaplan as Chief Financial Officer effective November 1, 2026. Steven L. Bernstein will retire as Chief Financial Officer, Secretary and Treasurer on that date. The company plans to enter into a one-year consulting agreement with Bernstein for transition services.
Kaplan’s annual base salary is $280,000, with an annual target performance bonus of 50% of base salary, prorated for fiscal 2027 and payable after the fiscal year-end financial statements are finalized. He will also receive a $37,500 one-time supplemental bonus payable in May 2027, and a new-hire award of 5,000 restricted stock units and 5,000 performance stock units. The restricted stock units are expected to be granted on November 1, 2026, and vest in four equal installments from November 1, 2027, through November 1, 2030. The performance stock units are expected to be granted in installments after the fiscal 2027 and fiscal 2028 financial statements are finalized, and vest, if at all, in four equal installments from the grant date. The company will reimburse relocation and temporary housing expenses up to $75,000. Frequency Electronics also reaffirmed its previously announced fiscal 2029 financial targets.
Frequency Electronics, Inc. reported results from its October 7, 2026 annual meeting of stockholders. A total of 8,731,732 shares, representing 77.58% of common shares entitled to vote, were represented in person or by proxy.
The director vote table reported votes for, withheld and broker non-votes as follows: Jonathan Brolin, 6,549,703 for, 585,824 withheld and 1,596,205 broker non-votes; Lance Lord, 5,460,320 for, 1,675,207 withheld and 1,596,205 broker non-votes; Russell Sarachek, 6,996,406 for, 139,121 withheld and 1,596,205 broker non-votes; Richard Schwartz, 6,501,836 for, 633,691 withheld and 1,596,205 broker non-votes; and Thomas McClelland, 6,987,070 for, 148,457 withheld and 1,596,205 broker non-votes. Two other reported vote tallies were 8,711,761 for, 14,624 against and 5,347 abstentions; and 6,855,209 for, 160,652 against, 119,666 abstentions and 1,596,205 broker non-votes.
Frequency Electronics Inc. President and CEO Thomas McClelland reported three direct acquisitions of 50,000 shares each, associated with restricted stock units: on July 31, 2025, units granted May 13, 2024; on April 30, 2026, performance-based units granted February 1, 2026; and on September 9, 2026, restricted stock units. Performance requirements were met for the first units as of July 31, 2025, with four equal annual installments beginning that date. Requirements were met for the second units as of April 30, 2026, with installments beginning February 1, 2027. The September 2026 units vest in four equal annual installments beginning September 9, 2027.
The company withheld shares to cover tax obligations upon vesting: 12,888 at $57.97 per share on July 31, 2026; 6,629 at $50.55 on January 4, 2026; 129 at $36.68 on November 1, 2025; 12,888 at $26.60 on July 31, 2025; and 6,947 at $18.47 on January 4, 2025. A separate holding entry lists 16,385 shares held indirectly through the 401(k) Savings Plan, with beneficial ownership updated as of September 23, 2026. No Rule 10b5-1 plan is reported.
Frequency Electronics Inc. CFO Steven Lawrence Bernstein acquired 30,000 common shares on April 30, 2026, through performance-based restricted stock units granted February 1, 2026; the units vest in four equal annual installments beginning February 1, 2027. Four direct share-withholding transactions covered tax obligations upon vesting of earlier equity awards: 5,341 shares on January 4, 2026; 92 shares on November 1, 2025; 9,022 shares on July 31, 2025; and 4,140 shares on January 4, 2025. His reported holdings included 5,244 common shares held indirectly through the 401(k) Savings Plan; beneficial ownership was updated as of September 23, 2026.
Frequency Electronics, Inc. (FEIM) delivered a sharply stronger quarter for the three months ended July 31, 2026, with revenue of $23.5 million, up 69.8% from a year earlier, and operating income of $5.2 million versus $0.4 million. Gross margin doubled to $10.8 million and the gross margin rate improved to 45.8% from 36.8%, driven by higher volumes and more profitable program mix across both FEI‑NY and FEI‑Zyfer.
Net income rose to $4.2 million (basic and diluted EPS $0.41) from $0.6 million (EPS $0.07), and the effective tax rate was 19.6%. Liquidity strengthened significantly: cash and cash equivalents increased to $61.4 million, working capital reached $90.2 million, and the current ratio improved to 5.3x. The company raised net proceeds of about $58.1 million from a July 2026 common stock offering, with an additional $14.1 million of option-share proceeds in the following quarter, and also has an undrawn $10.0 million senior secured revolving credit facility. Funded backlog grew to $129 million, about 67% of which is expected to convert to revenue within twelve months.
Frequency Electronics, Inc. (FEIM) reported a very strong first quarter of fiscal 2027, with record revenue of $23.5 million, up 70% year-over-year and 52% sequentially, and record funded backlog of $129 million, up 82% year-over-year and 16% sequentially.
Gross margin expanded to about 46% and operating margin exceeded 22%, driving operating income to $5.2 million versus $0.4 million a year earlier. Net income rose to $4.2 million, or $0.41 per diluted share, compared with $0.07 per share in the prior-year quarter.
The company generated $3.0 million of operating cash flow and remains debt-free. Cash and cash equivalents increased to about $61.4 million from $1.6 million at April 30, 2026, aided by a secondary offering that added roughly $73 million in cash. Management reiterated confidence in achieving at least $150 million in annual revenue by fiscal 2029.
FREQUENCY ELECTRONICS, INC. (FEIM) calls its 2026 annual stockholders’ meeting for October 7, 2026 at its Mitchel Field, NY offices. Holders of 11,177,530 shares of common stock as of August 14, 2026 may vote on three proposals: electing five directors, ratifying Grant Thornton LLP as independent auditor for the year ending April 30, 2027, and a non-binding advisory vote on named executive officer compensation.
The Board comprises five members, four of whom are Nasdaq‑defined independent directors, with deep aerospace/defense, government and financial experience. Major holders include Edenbrook Capital at 11.1% and Driehaus Capital Management at 6.3%; directors and officers as a group hold 17.3%. On August 5, 2026 the company and two Edenbrook funds completed an underwritten offering of 2,000,000 shares at $57.50 per share, including 1,347,826 primary shares and 652,174 secondary shares, with approximately $37.5 million of gross proceeds to the selling stockholders.
Executive pay mixes salary, annual bonuses and significant RSU/PSU grants tied to bookings, revenue and operating income, plus deferred compensation benefits of $85,000 annually for the CEO and Senior VP, and $40,000 for the CFO upon retirement or qualifying termination. For 2026, reported total pay was $3.26 million for CEO Thomas McClelland, $0.40 million for SVP Oleandro Mancini, and $2.03 million for CFO Steven Bernstein. The filing discloses “compensation actually paid” versus performance, showing cumulative total shareholder return of $269.68 on a $100 investment over three years, alongside a 2026 net loss of $0.9 million, which the company attributes to deliberate engineering and manufacturing investments.
Driehaus Capital Management LLC reports beneficial ownership of common stock of Frequency Electronics, Inc. as of June 30, 2026. Driehaus reports beneficial ownership of 706,207 shares of common stock, representing 7.18% of the class.
Driehaus has shared voting power and shared dispositive power over all 706,207 shares, with no sole voting or dispositive power. The shares are held in numerous client accounts managed by Driehaus on a fully discretionary basis, and to its knowledge no single client has an interest exceeding 5% of the class.
Frequency Electronics, Inc. reports that underwriters fully exercised their 30‑day option to purchase 260,869 additional shares of common stock granted in connection with a recent underwritten offering. This option relates to a broader transaction in which the company sold 1,086,957 shares and selling stockholders sold 652,174 shares.
The option was exercised on August 3, 2026 and the shares were purchased on August 5, 2026, generating approximately $14.1 million in gross proceeds to the company before underwriting discounts, commissions and offering expenses. Frequency Electronics plans to use the net proceeds to fund additional growth opportunities, including capital expenditures, working capital and other general corporate purposes. The option shares were issued under an effective registration statement on Form S‑3 with related prospectus supplements.