Espey Mfg & Electronics (ESP) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 4, 2026; shareholders will vote on two Class C director nominees and auditor ratification for FY ending June 30, 2027.

Voting matters and shareholder proposals

• Board recommends Michael Wool and Jennifer Pickering for three-year Class C terms; director elections are decided by plurality, with no cumulative voting.

• PKF O’Connor Davies appointment requires a majority of votes cast; abstentions and broker non-votes are excluded from votes cast but count toward quorum.

• Each of 3,039,672 outstanding common shares on October 15, 2026 carries one vote; properly executed proxies without directions default FOR both proposals.

• Proposals for inclusion in the 2027 proxy must arrive by June 28, 2027.

Board of directors and corporate governance

• Jennifer Pickering is nominated to replace Paul Corr; if elected, she will be the sole non-independent nominee, while a majority of directors remains independent.

• The Board set its fixed size at six, with one Class B seat vacant; independent directors held four executive sessions in FY2026.

• The Board met four times in FY2026, with 100% attendance by each director then in office; Audit Committee met four times and Compensation Committee three times.

• Non-employee directors receive a $71,000 annual Board fee, plus committee fees; the Board fee rose from $65,000 effective October 1, 2024.