What changed in this filing

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Item 9A. Controls and Procedures

2021-09-24 compared with 2020-09-21 · 70 added, 60 removed, 71 unchanged (65% of the section changed)

1 unchanged sentence

Evaluation of Controls and Procedures

(a) The Company's management, with the

participation of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness

of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)

as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our chief executive officer and

chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered

by this report.

(b) There have been no changes in our

internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably

likely to materially affect, our internal controls over financial reporting.

Management’s Report on Internal

Control over Financial Reporting

Management of our Company is responsible

for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules

13a-15(f) and 15d-15(f).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

(a) The Company's management, with the participation

of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure

controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period

covered by this Annual Report on Form 10-K.

Based on such evaluation, our chief executive officer and chief financial officer have concluded

that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) There have been no changes in our internal

controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to

materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control

over Financial Reporting

Management of our Company is responsible for

establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Under the supervision and with the participation

of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the

effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our evaluation using the criteria

set forth in Internal Control-Integrated Framework, management has concluded that our internal control over financial reporting

was effective as of June 30, 2020.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Our report was

not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only

management’s report in this annual report.

of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness

of our internal control over financial reporting using the criteria set forth in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our evaluation using the criteria set forth in Internal Control-Integrated

Framework, management has concluded that our internal control over financial reporting was effective as of June 30, 2021.

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Our report was not subject to attestation

by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this

annual report.

Other information

The information called for by "Item 10.

Directors, Executive Officers, and Corporate Governance", "Item 11.

Executive Officers, and Corporate Governance", "Item 11.

Executive Compensation", "Item 12.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", "Item 13.

Certain Relationships

and Related Transactions, and Director Independence"

Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters", "Item 13.

Certain Relationships and Related Transactions,

and Director Independence"

and "Item 14.

Principal Accountant Fees and Services", is hereby

incorporated by reference to the Company's Proxy Statement for its Annual Meeting of Shareholders, (scheduled to be held on December

4, 2020) to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

Principal Accountant Fees and Services", is hereby incorporated by reference to

the Company's Proxy Statement for its Annual Meeting of Shareholders, (scheduled to be held on December 10, 2021) to be filed with the

SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

Exhibits, Financial Statement Schedules,

3.1 Certificate

of incorporation and all amendments thereto (incorporated by reference to Exhibit

3.1 Certificate of incorporation

and all amendments thereto (incorporated by reference to Exhibit

3.1 to Espey’s

Report on Form 10 -K for the year ended June 30, 2004 and Report

Report on Form 10 -K for the year ended June 30, 2004 and

on Form 10-Q for the quarter ended

6 unchanged sentences

by reference to Espey's Report on Form 8-K dated October 7, 2005)

Stock Option and Restricted Stock Plan (incorporated by reference to Espey’s Proxy

Statement dated October

23, 2007 for the November 30, 2007 Annual Meeting )

Stock Option and Restricted Stock Plan (incorporated

by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting)

by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30,

2007 Annual Meeting )

10.4 2017 Stock Option and

Restricted Stock Plan (incorporated

by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1,

2017 Annual Meeting)

10.13 Executive Employment Agreement with David O’Neil ( incorporated

1 unchanged sentence

Report on Form 8 –K dated March 4, 2013 )

10.14 Executive Employment

Agreement with Peggy Murphy ( incorporated

10.14 Executive

Employment Agreement with Peggy Murphy ( incorporated

by reference to Exhibit 10.14 on

4 unchanged sentences

10.17 Settlement Agreement dated July 31, 2018, by and among Espey Mfg.

& Electronics Corp., The

Article 6 Marital Trust Under The First Amended and Restated Jerry Zucker Revocable Trust Dated April 2, 2007, and Paul J.

Wool, Barry Pinsley, Carl Helmetag, Howard Pinsley, and Alvin O.

& Electronics Corp., The Article

6 Marital Trust Under The First Amended and Restated Jerry Zucker Revocable Trust Dated April 2, 2007, and Paul J.

Corr, Michael W.

Barry Pinsley, Carl Helmetag, Howard Pinsley, and Alvin O.

(incorporated

by reference to Exhibit on 10.16 on Espey’s Report on Form 8-K dated July 31, 2018)

10.18 Stock Purchase Agreement dated as of December 1, 2020 between Espey Mfg.

& Electronics Corp.

Trustees of the Espey Mfg.

& Electronics Corp.

Employee Retirement Plan Trust (incorporated by reference to Exhibit 10.18 on Espey’s Report on Form 8-K dated December 1, 2020)

10.19 ESOP Loan Agreement dated as of December 1, 2020 between The Trustees of Espey Mfg.

& Electronics

Employee Retirement Plan Trust and Espey Mfg.

& Electronics Corp.

(incorporated by reference to Exhibit 10.19 on Espey’s Report on Form 8-K dated December 1, 2020)

11.1 Statement re:

Computation of Per Share Net income (filed herewith)

Code of ethics (incorporated by reference to Espey’s

website www.espey.com )

Computation of Per Share Net (loss) income (filed herewith)

14.1 Code of ethics (incorporated

by reference to Espey’s website www.espey.com )

23.1 Consent of Freed Maxick CPAs, P.C.

8 unchanged sentences

Pursuant to the requirements of Section 13 and 15 (d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

& ELECTRONICS CORP.

3 unchanged sentences

September 24, 2021

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/Patrick Enright Jr.

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures