Espey Mfg & Electronics (ESP) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 6, 2024, at 9:00 a.m. ET; shareholders will elect two Class A directors and vote on auditor ratification.

• October 17, 2024 record date; 2,789,098 common shares outstanding, each carrying one vote.

Voting matters and shareholder proposals

• Board recommends Carl Helmetag and David A. O’Neil for three-year Class A terms ending at the 2027 annual meeting; director elections use plurality voting.

• Board recommends ratifying Freed Maxick CPAs, P.C. for FY ending June 30, 2025; approval requires a majority of votes cast.

• Proxies without voting instructions will be voted FOR both proposals; shareholders may revoke proxies before voting or vote in person.

• Proposals for inclusion in the 2025 proxy materials must reach the principal executive office by June 27, 2025.

Board of directors and corporate governance

• Board recommends incumbent directors Helmetag, Chair, and O’Neil, President and CEO; all directors except O’Neil are deemed independent under NYSE American standards.

• Board held five meetings in FY2024; each director attended at least 75%. Audit, Nominating, and Compensation Committees held five, two, and four meetings, respectively.

• Audit and Nominating Committee members meet applicable independence criteria; Paul J. Corr qualifies as an SEC audit committee financial expert.

• Board fixed its size at six directors; diversity will be considered as current directors retire and new nominees are selected.

• Non-employee director annual fee increased from $65,000 to $71,000 effective October 1, 2024.