What changed in this filing

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Item 9A. Controls and Procedures

2023-09-21 compared with 2022-09-22 · 46 added, 51 removed, 83 unchanged (54% of the section changed)

37 unchanged sentences

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.

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 1, 2023) to be filed with the

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

Exhibits, Financial Statement Schedules,

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

on Form 10-Q for the quarter ended

December 31, 2004)

and Restated By-Laws (incorporated by reference to Exhibit

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

on Form 10-Q for the quarter ended December

Amended and Restated

By-Laws (incorporated by reference to Exhibit

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

September 21, 2020)

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

Description of Capital

Stock ( incorporated by reference

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

2007 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

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)

2 unchanged sentences

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

Employment Agreement with Peggy Murphy ( incorporated

Executive Employment

Agreement with Peggy Murphy (incorporated

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.

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 January

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

First 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.

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)

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

Stock Purchase Agreement

dated as of December 1, 2020 between Espey Mfg.

& Electronics Corp.

and The Trustees of the Espey Mfg.

& Electronics

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.

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,

ESOP 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)

Employee Retirement Plan Trust and Espey

& 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.

2 unchanged sentences

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)

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

Code of ethics (incorporated

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

Consent of Freed Maxick CPAs, P.C.

(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)

Certification of the Principal Financial Officer pursuant to 18

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

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

5 unchanged sentences

President and Chief Executive Officer

September 21, 2023

Pursuant to the requirements of the Securities Exchange

7 unchanged sentences

September 21, 2023

/s/Michael W.

September 22, 2022

/s/Carl Helmetag

Chairman of the Board

Carl Helmetag

September 21, 2023

/s/Roger Sexauer

Roger Sexauer

September 21, 2023

/s/Nancy Patzwahl

Nancy Patzwahl

September 21, 2023

/s/Michael W.

September 21, 2023

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