Frequency Electronics (FEIM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 7, 2026, to elect five directors, ratify the auditor, and hold a say-on-pay vote.

• Only common stockholders as of August 14, 2026, are eligible to vote; 11,177,530 shares outstanding.

• Proxy solicitation costs are estimated not to exceed $10,000.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Grant Thornton LLP as auditor for FY 2027, and a non-binding advisory vote on executive compensation.

• Plurality required for director election; majority for auditor ratification and say-on-pay.

• Shareholder proposals for the 2027 meeting must be submitted by April 30, 2027.

Board of directors and corporate governance

• Board consists of five directors: four independent and one management, compliant with NASDAQ standards.

• Directors bring expertise in finance, government, IT, international business, and risk oversight.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Code of Ethics and Corporate Governance Guidelines are reviewed annually and available online.

• Chairman and CEO roles are separated.