What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-21 · 37 added, 49 removed, 80 unchanged (52% of the section changed)

12 unchanged sentences

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

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

26 unchanged sentences

Exhibits, Financial Statement Schedules,

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

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

on Form 10-Q for the quarter ended December 31, 2004 )

Amended and Restated

By-Laws (incorporated by reference to Exhibit

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

September 21, 2020)

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 )

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)

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)

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)

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

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

Stock Purchase Agreement

dated as of December 1, 2020 between Espey Mfg.

Amended and Restated By-Laws (incorporated by reference

to Exhibit 3.2 to Espey’s Report on Form 8-K dated September 21, 2020 )

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 )

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 )

Executive Employment Agreement with David O’Neil ( incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8 –K dated June 10, 2024 )

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 )

Employment Agreement dated January 16, 2018 with Patrick

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

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 )

Stock Purchase Agreement dated as of December 1, 2020

between Espey Mfg.

& Electronics Corp.

1 unchanged sentence

& Electronics Corp.

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.

Employee Retirement Plan Trust

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

ESOP Loan Agreement dated as of December 1, 2020 between

The Trustees of Espey Mfg.

& Electronics Corp.

Employee Retirement Plan Trust and Espey

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)

( 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)

Code of ethics (incorporated

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

Sparano ( incorporated by reference to Exhibit 10.20

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

Code of ethics (incorporated by reference to Espey’s

website www.espey.com)

Policy on Insider Trading (Revised March 8, 2024) (filed herewith)

Consent of Freed Maxick CPAs, P.C.

6 unchanged sentences

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

Policy Related to Recovery of Erroneously Awarded Compensation (filed herewith)

S I G N A T U R E S

5 unchanged sentences

September 27, 2024

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

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.

/s/David O’Neil

16 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