Proxy Results Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of Frequency Electronics, Inc. (the "Company") approved the Frequency Electronics, Inc. Stock Award Plan (the "Plan"). The Board of Directors of the Company previously adopted the Plan on August 27, 2024, subject to stockholder approval. The Plan provides for grants of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, incentive units, other stock based or cash based awards, and dividend equivalent awards. All employees, directors and consultants of the Company, any parent of the Company or any affiliate of the Company are eligible to receive awards under the Plan. The Plan is administered by the Board, which may delegate certain of its duties and responsibilities to the Compensation Committee and may further delegate to committees of the Company's directors and/or officers at its discretion (referred to collectively as the "administrator"), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934, as amended, and/or stock exchange rules, as applicable. The administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the Plan, subject to its express terms and conditions. The administrator also has the authority to grant awards, to determine which eligible persons receive awards, and to set the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the Plan.

The aggregate number of shares of the Company's Common Stock available for issuance in connection with awards made under the Plan is equal to the sum of (i) 700,000 shares plus (ii) one share for every one share available for award under the Frequency Electronics, Inc. 2005 Stock Award Plan (the "2005 Plan") (38,916 shares), for a total of 738,916 shares. Any shares subject to an award under the 2005 Plan or the Plan that are forfeited, expire or otherwise terminate, or are settled in cash or otherwise do not result in the issuance of all of the shares subject to the award, shall be added to the shares reserved for issuance under the Plan.

The material terms of the Plan are described in "PROPOSAL NO. 4 - APPROVAL OF FREQUENCY ELECTRONICS, INC. STOCK AWARD PLAN AMENDMENT AND RESTATEMENT" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 28, 2024, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1.