What changed in this filing

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Item 9A. Controls and Procedures

2022-09-22 compared with 2021-09-24 · 60 added, 67 removed, 74 unchanged (63% of the section changed)

10 unchanged sentences

materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control

over Financial Reporting

18 unchanged sentences

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.

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

Executive Compensation", "Item 12.

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 10, 2021) to be filed with the

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

The information called for by "Item 10.

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

Executive Compensation", "Item 12.

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 2, 2022) 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 to Espey’s

of incorporation and all amendments thereto (incorporated by reference to

3.1 to Espey’s

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

2 unchanged sentences

and Restated By-Laws (incorporated by reference to Exhibit

3.2 to Espey’s Report on Form 8-K dated

3.2 to Espey’s Report on Form 8 -K dated

September 21,

4.1 Description

of Capital Stock ( incorporated

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 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

by reference to Exhibit 10.13 on Espey’s

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

10.14 Executive

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

Executive Employment Agreement with David O’Neil ( incorporated

by reference to Exhibit 10.13 on Espey’s

Report on Form 8 –K dated January 1, 2022 )

Employment Agreement with Peggy Murphy ( incorporated

by reference to Exhibit 10.14 on

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

Employment Agreement dated January 16, 2018 with Patrick Enright, Jr.

by reference to Exhibit 10.14 on Espey’s

Report on Form 10 –Q dated February 14, 2022 )

Agreement dated January 16, 2018 with Patrick Enright, Jr.

(incorporated

by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018

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.

by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018

Amendment to Employment Agreement dated January 16, 2018 with Patrick Enright, Jr.

(incorporated

by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated October 12, 2021

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.

Corr, Michael W.

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

Wool, Barry Pinsley, Carl Helmetag, Howard Pinsley,

(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.

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

Purchase Agreement dated as of December 1, 2020 between 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.

and The Trustees of the Espey Mfg.

& Electronics

Employee Retirement Plan Trust and Espey Mfg.

Employee Retirement Plan Trust

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

Loan Agreement dated as of December 1, 2020 between The Trustees of 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 (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.

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)

Executive Employment Agreement with Katrina L.

Sparano ( incorporated

by reference to Exhibit 10.20 on Espey’s

Report on Form 8 –K dated January 1, 2022 )

of ethics (incorporated by reference to Espey’s website www.espey.com)

of Freed Maxick CPAs, P.C.

(filed herewith)

31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of the Chief Executive Officer pursuant

to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

of 2002 (filed herewith)

Certification of the Principal Financial Officer pursuant to Rules

13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(filed herewith)

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Principal Financial Officer pursuant to 18

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

3 unchanged sentences

& ELECTRONICS CORP.

/s/Patrick Enright Jr.

Patrick Enright Jr.

/s/ David O’Neil

President and Chief Executive Officer

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

/s/Patrick Enright Jr.

/s/David O’Neil

President and Chief Executive Officer

Patrick Enright Jr.

September 22, 2022

/s/David O’Neil

Principal Financial Officer and Executive Vice President

September 24, 2021

/s/Katrina Sparano

Assistant Treasurer

Principal Financial Officer

Katrina Sparano

September 22, 2022

/s/Howard Pinsley

Chairman of the Board

Howard Pinsley

September 24, 2021

/s/Michael W.

4 unchanged sentences

September 22, 2022

/s/Alvin Sabo

September 24, 2021

/s/Roger Sexauer

2 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