UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
December 5, 2025

ESPEY MFG. & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

233 Ballston Avenue, Saratoga Springs, New York 12866

(Address of principal executive offices)

(518) 584-4100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 Submissions of Matters to a Vote of Security Holders

Espey Mfg. & Electronics Corp. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on December 5, 2025. At the Annual Meeting, the stockholders of the Company elected Nancy Patzwahl to the Board of Directors as the Class B Director of the Company for a three-year term until the 2028 Annual Meeting of Shareholders or until her successor is duly elected and qualified.

The compensation of the Company’s Named Executive Officers in the Company’s proxy statement for the 2025 annual meeting was voted on an advisory non-binding basis. The result of the vote was as follows:

The stockholders also voted, on an advisory non-binding basis, on the frequency of the vote to approve the compensation of the Named Executive Officers. The result of the vote was as follows:

In addition, the proposal to ratify the appointment of Withum, successor to Freed Maxick, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was approved at the Annual Meeting:

Following the Annual Meeting, the Company’s Board of Directors determined that the vote of the stockholders to approve the compensation of the Company’s Named Executive Officers on an advisory non-binding basis should be every three years, with the next such vote to occur at the Company’s annual meeting of stockholders to be held in 2028.

ITEM 8.01 Other Events

On December 8, 2025, Espey Mfg. & Electronics Corp. issued a press release announcing the appointment of Nancy Patzwahl as Chair of the Audit Committee effective December 5, 2025, succeeding Paul Corr. Mr. Corr retains his position as a board member and member of the Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.