Frequency Electronics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five nominees—Jonathan Brolin, Lance W. Lord, Thomas McClelland, Russell M. Sarachek, and Richard Schwartz—to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

3. 3

   Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the executive compensation section, summary compensation tables, footnotes, and narrative discussion.

   More detail

   Proposal No. 3 asks stockholders to approve, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. The resolution covers the executive compensation section, summary compensation tables, related footnotes, and narrative disclosures rather than any single pay element. Management states that its objective is to provide fair and competitive compensation that attracts, retains, and motivates executives capable of delivering technical, operational, and financial results. The compensation program includes salaries, discretionary annual bonuses, long-term equity awards, deferred compensation, retirement-related benefits, and other benefits. Annual bonus opportunities are tied to company or segment performance and individual responsibilities, while equity awards generally use vesting and performance criteria based on bookings, revenue, and operating income. The filing notes that fiscal 2026 compensation included significant equity awards for the CEO and CFO, and that compensation actually paid rose substantially because of appreciation in the Company’s stock price despite a fiscal-year net loss. Management attributes the decline in net income to deliberate strategic investments in engineering talent and manufacturing efficiency intended to support future growth, rather than to poor executive performance. The vote is advisory and therefore does not bind the Company, the Compensation Committee, or the Board, although the Committee will evaluate any significant opposition. The Board recommends voting FOR because it believes the compensation program supports long-term performance, executive retention, and stockholder value.

Upcoming shareholder meetings at Frequency Electronics Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Frequency Electronics Inc 2026 annual meeting?

Frequency Electronics Inc (FEIM) holds its 2026 annual shareholder meeting on Wednesday, October 7, 2026.

What is the record date for the Frequency Electronics Inc 2026 meeting?

The record date for the Frequency Electronics Inc 2026 meeting is Friday, August 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Frequency Electronics Inc's 2026 meeting?

The board is presenting 5 director nominees at the Frequency Electronics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Frequency Electronics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Frequency Electronics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.