Item 5.07
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Submission of Matters to a Vote of Security Holders
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On February 14, 2022, Tel-Instrument Electronics Corp (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing Steven A. Fletcher, George J. Leon, Jeffrey C. O’Hara, Robert A. Rice and Robert H. Walker as directors of the Company for one year terms and (ii) ratifying the appointment of Friedman, LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ended March 31, 2022.
As of the close of business on January 3, 2022, the record date for the Annual Meeting 4,884,638 common shares of the Company were outstanding and entitled to vote. At the Annual Meeting 3,040,012, or approximately 62%, of the outstanding common shares entitled to vote were represented in person or by proxy.
The results of the voting at the Annual Meeting are as follows:
1. The Director Elections
Director
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For
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Against
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Broker Non-Votes
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Percentage Voted For
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Steven A Fletcher
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2,115,218
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54,368
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870,426
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69.6%
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George J. Leon
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2,115,218
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54,368
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870,426
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69.6%
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Jeffrey C. O’Hara
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2,115,218
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54,368
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870,426
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69.6%
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Robert A. Rice
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2,115,218
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54,368
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870,426
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69.6%
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Robert H. Walker
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2,115,168
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54,418
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870,426
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69.6%
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According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted FOR the election of each director listed above for a one year term.
2. Auditor Ratification
Auditor
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For
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Against
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Broker Non-Votes
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Percentage Voted For
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Friedman, LLP
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3,039,170
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742
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100
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78.2%
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According to the results above, the majority of the stockholders present at the meeting, whether in person or by proxy, voted FOR the ratification of Friedman, LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ended March 31, 2022.
3. Non-binding Advisory Vote on Executive Compensation
For
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Against
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Abstain
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Broker Non-Votes
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Percentage Voted For
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2,040,632
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127,554
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1,400
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870,426
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67.1%
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According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted FOR the executive compensation paid to the named executive officers for the fiscal year ended March 31, 2022.
4. Non-binding Advisory Vote on Frequency of Executive Compensation Votes
One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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1,595,876
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127,556
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379,073
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70,081
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870,426
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According to the results above, the majority of stockholders present at the meeting, whether in person or by proxy, voted for a non-binding advisory vote frequency of ONE YEAR for the Company’s executive compensation.