Espey Mfg & Electronics (ESP) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 5, 2025, at 9:00 a.m. ET; shareholders of record on October 16, 2025, may vote on four proposals.

• Agenda: elect one Class B director, ratify the independent auditor, approve executive compensation on an advisory basis, and select the frequency of future say-on-pay votes.

Voting matters and shareholder proposals

• Board recommends Nancy K. Patzwahl for a three-year Class B term ending at the 2028 annual meeting; director elections are decided by plurality, with no cumulative voting.

• Auditor ratification requires a majority of votes cast by shares present and entitled to vote; abstentions and broker non-votes are excluded from votes cast.

• Say-on-pay approval is advisory and requires a majority of voting power present and entitled to vote, excluding broker non-votes; the Board will consider the result in future compensation decisions.

• Board recommends a three-year say-on-pay cycle; the frequency option receiving the most votes will be selected, though the advisory result does not bind the Board.

• Shareholder proposals for inclusion in the 2026 proxy materials must arrive by June 26, 2026.

Board of directors and corporate governance

• The Board nominated incumbent director Nancy K. Patzwahl; her CPA and audit committee chair experience supports her qualification as an audit committee financial expert.

• All directors other than CEO David A. O'Neil were deemed independent; independent directors met four times in FY2025 without management present.

• The Board held four FY2025 meetings, with each director attending at least 75%; the Audit and Compensation Committees each met four times.

• The Nominating Committee applies the same evaluation criteria to shareholder-recommended candidates and other candidates; nominees must meet NYSE American independence standards.

• Non-employee directors’ annual Board fee increased from $65,000 to $71,000 effective October 1, 2024, with additional fees for committee service.