TEL INSTRUMENT ELECTRONICS CORP : Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Clause 2.02 Performance and financial condition.

On February 11, 2022The company announced its financial results for the quarter ended December 31, 2021. The information provided in accordance with this Section 2.02 and in the accompanying Report 99.1 shall not be construed as “submitted” for the purposes of Section 18 of the Securities Exchange Act 1934, as amended (“the Exchange Act”) or included by reference in any documentation pursuant to with the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general language of registration in such a filing, unless expressly provided by reference to such filing.

A copy of the company’s press release is attached to this appendix 99.1.

Item 5.07 Putting questions to the vote of security owners

On February 14, 2022, Tel-Instrument Electronics Corp. (“Company”) held an annual meeting of shareholders (“Annual Meeting”) to (i) elect Stephen A. Fletcher, George J. Leon, Jeffrey S. O’Hara, Robert A. Rice and Robert H. Walker as directors of the company for one year and (ii) ratification of the appointment Friedman, LLP as an independent registered accounting firm of the company for the financial year ended March 31, 2022.

As of closing work on January 3, 2022, the record date for the annual meeting of 4,884,638 ordinary shares of the company were outstanding and entitled to vote. At the annual meeting of 3,040,012, or approximately 62% of the outstanding voting shares, were represented in person or by proxy.

The results of voting at the annual meeting are as follows:

1. The Director Elections



    Director         For    Against Broker Non-Votes Percentage Voted For
Steven A Fletcher 2,115,218 54,368      870,426             69.6%
 George J. Leon   2,115,218 54,368      870,426             69.6%
Jeffrey C. O'Hara 2,115,218 54,368      870,426             69.6%
 Robert A. Rice   2,115,218 54,368      870,426             69.6%
Robert H. Walker  2,115,168 54,418      870,426             69.6%

According to the above results, the majority of shareholders who attended the meeting in person or by proxy voted FOR the election of each of the above directors for a term of one year.

2. Auditor Ratification

Auditor for Percentage of votes against a broker who does not vote for Friedman, LLP 3 039 170 742 100

               78.2%

According to the above results, the majority of shareholders present at the meeting in person or by power of attorney voted in favor of ratification Friedman, LLP as an independent registered accounting firm of the company for the financial year ended March 31, 2022.

3. Optional advisory vote on compensation of the head

Against Against Abstain Not voted Percent voted For 2 040 632 127 554 1 400 870 426

             67.1%

According to the above results, the majority of shareholders who attended the meeting in person or by proxy voted FOR the compensation paid to these managers for the financial year ended March 31, 2022.

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4. Optional advisory voting on the frequency of voting for compensation of managers

One year Two years Three years abstained Broker Did not vote 1,595,876 127,556 379,073 70,081 870,426

According to the above results, the majority of shareholders who attended the meeting in person or by proxy voted for the frequency of optional advisory voting in ONE YEAR to compensate company executives.

Clause 9.01 Financial Statements and Benefits.

(d) Exhibits



Exhibit No.   Description

99.1*           Press Release, dated February
              11, 2022.
104           Cover Page Interactive Data File
              (formatted as Inline XBRL and
              contained in Exhibit 101)




*Filed herewith.

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