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): November 11, 2016

FREQUENCY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
1-8061
11-1986657
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
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)

NONE
   (Former name, former address and former fiscal year, 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))

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

On November 10, 2016, Frequency Electronics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  As of September 30, 2016, the record date for the Annual Meeting, there were 8,780,489 shares of Common Stock of the Company entitled to vote at the Annual Meeting.  A total of 6,945,267 shares or 79% of the shares of Common Stock 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 successors are elected and qualified,
·
ratified the appointment of EisnerAmper LLP as the Company’s independent auditors for fiscal year 2016, and
·
approved, on a non-binding basis, the Company’s executive compensation plan.

The voting results at the Annual Meeting were as follows:

1.
Election of the following eight directors:
 
DIRECTOR
  
FOR
    
AGAINST
    
WITHHELD
    
BROKER NON-VOTES
  
Martin B. Bloch
    
4,166,445
      
0
      
1,246,644
      
1,532,178
  
Joel Girsky
    
4,154,345
      
0
      
1,258,744
      
1,532,178
  
S. Robert Foley, Jr.
    
4,150,345
      
0
      
1,262,744
      
1,532,178
  
Richard Schwartz
    
4,153,945
      
0
      
1,259,144
      
1,532,178
  
Dr. Stanton D. Sloane
    
5,232,788
      
0
      
180,301
      
1,532,178
  
Russel Sarachek
    
5,249,443
      
0
      
163,646
      
1,532,178
  
General Lance Lord
    
5,216,029
      
0
      
197,060
      
1,532,178
  
Ryan Levenson
    
5,223,703
      
0
      
189,386
      
1,532,178
  
 
2.
Ratification of the appointment of EisnerAmper LLP as the Company’s independent auditors for fiscal year 2016.
 
FOR
    
AGAINST
    
ABSTAIN
    
BROKER NON-VOTES
  
 
6,798,653
      
137,582
      
9,032
      
0
  
 
3.
Non-binding advisory vote on executive compensation.
 
FOR
    
AGAINST
    
ABSTAIN
    
BROKER NON-VOTES
  
 
5,197,758
      
145,820
      
69,511
      
1,532,178
  
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  
Dated: November 14, 2016