Frequency Electronics will ask shareholders to elect five directors at its October 7 annual meeting, alongside votes on Grant Thornton’s appointment and executive compensation. Stockholders recorded by August 14 are eligible to vote, giving investors a direct say on board membership, the auditor’s role and the company’s named executive officer pay.

Key Highlights

  • The board recommends voting FOR each director nominee and FOR ratification of Grant Thornton LLP.
  • Grant Thornton’s fiscal 2026 audit and audit-related fees totaled $685,259.
  • Thomas McClelland’s fiscal 2026 compensation totaled $3,259,827, while Steven Bernstein’s reached $2,028,137.

Frequency Electronics Inc. (NASDAQ: FEIM) will ask stockholders to elect five directors at its annual meeting on October 7, 2026. Stockholders of record as of August 14, 2026, are entitled to notice and voting rights. Other Business properly brought before the meeting may also be considered.

Five Director Seats On Ballot

The board recommends that stockholders vote “FOR” each company director nominee. Stockholders may vote by proxy or in person at the meeting, including if they initially submit a proxy. The director election is one of the matters requiring stockholder action on October 7.

Grant Thornton Ratification

Frequency Electronics’ board recommends a “FOR” vote on that appointment.

Grant Thornton’s fiscal 2026 audit fees were $508,759, while audit-related fees were $176,500. Tax fees were $0, and all other fees were $0, producing total fees of $685,259.

A Grant Thornton representative is expected to attend the annual meeting, where the representative may make a statement and answer appropriate questions.

Executive Pay Goes To Advisory Vote

The third proposal asks stockholders to provide a non-binding advisory vote on compensation for the company’s named executive officers. The summary compensation table lists fiscal 2026 total compensation of $3,259,827 for President and Chief Executive Officer Thomas McClelland, $399,680 for Senior Vice President of Business Development Oleandro Mancini and $2,028,137 for Chief Financial Officer, Secretary and Treasurer Steven Bernstein.

McClelland’s fiscal 2026 compensation included salary of $366,833, Bonus of $240,750, stock awards valued at $2,629,000 and other compensation of $23,244. Mancini’s total included salary of $282,919, bonus of $104,273 and other compensation of $12,489.

Bernstein’s fiscal 2026 compensation comprised salary of $274,708, bonus of $160,500, stock awards valued at $1,577,400 and other compensation of $15,529. The stock award amounts represent aggregate grant-date fair values rather than cash payments.

The compensation table also reports fiscal 2025 totals of $956,418 for McClelland, $421,642 for Mancini and $804,953 for Bernstein. The advisory vote concerns the compensation of the named executive officers.

Peers Moving on This News

Source(s)

  • https://www.sec.gov/Archives/edgar/data/39020/000118518526003746/feimdef14a082526.htm