[8-K] FREQUENCY ELECTRONICS INC Reports Material Event

Rhea-AI Filing Summary

Frequency Electronics, Inc. shareholders re-elected the company's director nominees to one-year terms, ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers. Shareholders also voted, on a non-binding advisory basis, to hold future non-binding advisory votes on executive compensation each year. The filing includes reported vote tallies for the matters presented.

Positive

• Director slate re-elected to one-year terms, maintaining board continuity
• Grant Thornton LLP ratified as independent registered public accounting firm for fiscal year ending April 30, 2026
• Named executive officer compensation approved on a non-binding advisory basis
• Shareholders supported annual say-on-pay by voting to hold future advisory votes every year

Negative

• None.

Insights

Corporate Governance Analyst

Shareholders reaffirmed board composition and ongoing executive-pay oversight.

The re-election of nominees to one-year terms keeps the current board governance structure intact and maintains the existing director slate without disclosed change. The non-binding advisory approval of named executive officer compensation and the vote to hold future advisory votes annually signal continued shareholder support for the company's pay program and an annual say-on-pay cadence.

This outcome reduces the likelihood of immediate governance-driven disruptions; monitor future proxy statements for any material changes to compensation structure or director nominees in the next annual meeting cycle.

Audit & Financial Reporting Specialist

Audit oversight confirmed by ratifying Grant Thornton for FY ending April 30, 2026.

Ratifying Grant Thornton LLP as the independent registered public accounting firm establishes the external auditor for the stated fiscal year and preserves continuity of external audit oversight. No further details about audit scope, fees, or any auditor-related disagreements are disclosed in the provided content.

Investors should note the appointed auditor and review forthcoming annual reports for auditor disclosures and any changes to audit-related fees or independence statements during the fiscal year.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 8, 2025

FREQUENCY ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-8061		11-1986657
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

55 Charles Lindbergh Blvd., Mitchel Field, NY		11553
(Address of principal executive offices)		(Zip Code)

(516) 794-4500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		FEIM		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On October 8, 2025, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 7,244,358 shares or 74.29% of the shares of Common Stock of the Company entitled to vote at the Annual Meeting were represented in person or by proxy, and the stockholders:

● elected each of the Company’s nominees for director to serve for terms of one year and until their respective successors are elected and qualified;

● ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026;

● approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

● voted, on a non-binding advisory basis, to hold future non-binding advisory votes on the Company’s executive compensation every year.

The voting results at the Annual Meeting were as follows:

1. Election of the following five directors:

DIRECTOR		FOR		WITHHELD		BROKER NON-VOTES
Jonathan Brolin		5,362,023		78,386		1,803,949
Lance Lord		4,827,742		612,667		1,803,949
Russell Sarachek		5,395,543		44,866		1,803,949
Richard Schwartz		5,330,438		109,971		1,803,949
Thomas McClelland		5,395,575		44,834		1,803,949

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,231,546		10,944		1,868		0

3. Approval of the non-binding advisory vote on the compensation of the Company’s named executive officers:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,360,609		70,505		9,295		1,803,949

4. Non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation:

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
5,082,722		76,670		270,163		10,854		1,803,949

The Company’s Board of Directors determined that the Company will hold future non-binding advisory votes on the Company’s executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of such votes. The next advisory vote regarding the frequency of non-binding advisory votes on the Company’s executive compensation is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

1

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.

	FREQUENCY ELECTRONICS, INC.
	By:	/s/ Steven Bernstein
		Steven Bernstein
		Chief Financial Officer, Secretary and Treasurer

Dated: October 9, 2025

2

FAQ

What did FEIM shareholders vote on in this 8-K?

Shareholders re-elected the company's director nominees for one-year terms, ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026, approved the named executive officers' compensation on a non-binding advisory basis, and voted to hold future advisory votes on executive compensation annually.

Who is the independent registered public accounting firm for FEIM's fiscal year ending April 30, 2026?

Grant Thornton LLP was ratified as the company's independent registered public accounting firm for the fiscal year ending April 30, 2026.

Did shareholders approve executive compensation for FEIM (ticker FEIM)?

Yes, shareholders approved the compensation of the named executive officers on a non-binding advisory basis.

Will FEIM hold future say-on-pay votes annually?

Yes, shareholders voted, on a non-binding advisory basis, to hold future non-binding advisory votes on executive compensation every year.

Are vote tallies included in the filing for FEIM's matters?

The filing includes reported vote tallies for the matters presented, as shown in the document.