ESPEY MFG & ELECTRONICS CORP

Regulatory Filings • Mar 11, 2025

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 March 11, 2025

ESPEY MFG & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New York	001-04383	14-1387171
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

233 Ballston Avenue , Saratoga Springs , New York 12866

(Address of principal executive offices)

(518) 584-4100

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $.33-1/3 par value	ESP	NYSE American

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. ☐

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

On March 7, 2025, the Company entered into new employment agreements with Jennifer Pickering, its Chief Human Resources Officer and Corporate Secretary and with Kaitlyn O’Neil, its Principal Financial Officer and Treasurer. The agreements will automatically renew annually unless either party gives notice at least 60 days prior to that date of an intention not to renew.

Each of the new employment agreements cover the duties, exclusivity, place of employment and compensation and benefits offered to each officer. The agreements also specify that if Ms. Pickering or Ms. O’Neil are terminated without cause, or if they voluntarily terminate employment for “good reason”, they are entitled to severance pay equal to 9 months of their base salary.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.21 Executive Employment Agreement with Jennifer Pickering

Exhibit 10.22 Executive Employment Agreement with Kaitlyn O’Neil

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.

Date: March 11, 2025	ESPEY MFG. & ELECTRONICS CORP.
By:	/s/ David O’Neil
	David O’Neil Chief Executive Officer

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