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
December 1, 2017
.
ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
|
New York (State or Other Jurisdiction of Incorporation) |
001-04383 (Commission File Number) |
14-1387171 (IRS Employer Identification No.) |
|
233 Ballston Avenue, Saratoga Springs, New York 12866 (Address of principal executive offices) |
|
(518) 584-4100 (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1, 2017. At the Annual Meeting, the stockholders of the Company elected Paul J. Corr and Michael Wool to the Board of Directors as the Class C Directors. They will serve for a three year term expiring at the 2020 Annual Meeting or until their respective successors are duly elected and qualified. The result of the vote was as follows:
| Nominee | Votes For | Withholds | Broker Non-Votes |
| Paul J. Corr | 1,241,512 | 351,957 | 758,983 |
| Michael Wool | 1,203,639 | 389,830 | 758,983 |
In addition, the stockholders approved the adoption of the Espey Mfg. & Electronics Corp. 2017 Stock Option and Restricted Stock Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,069,040 | 514,482 | 9,947 | 758,983 |
In addition, the proposal to ratify the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018 was approved at the Annual Meeting:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2,114,398 | 17,180 | 114,391 | 106,483 |
ITEM 8.01 Other Events
On December 4, 2017, Espey Mfg. & Electronics Corp. issued a press release announcing that the Company's Board of Directors had declared a regular quarterly dividend. 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.
ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
| Exhibit No. | Document | |
| 99.1 | Press Release dated December 4, 2017 |
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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 4, 2017 |
ESPEY MFG. & ELECTRONICS CORP.
| |
| By: | /s/ David O’Neil | |
|
David O’Neil Treasurer and Principal Financial Officer |
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