Edgar Filing: ESPEY MFG & ELECTRONICS CORP

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Espey Mfg. & Electronics Corp.
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(Name of Registrant as Specified In Its Charter)

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ESPEY MFG. & ELECTRONICS CORP.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 20, 2009
----------------------------

October 20, 2009

To the Shareholders of

ESPEY MFG. & ELECTRONICS CORP.:

You are cordially invited to attend the Annual Meeting of Shareholders of
Espey Mfg. & Electronics Corp., which will be held at the Courtyard by Marriot,
11 Excelsior Ave., Saratoga Springs, New York, on November 20, 2009, at 9:00
a.m., Eastern Standard Time, for the following purposes:

1. To elect as Class A Directors to serve for a three year term
expiring at the 2012 Annual Meeting or until their respective
successors are duly elected and qualify, the three nominees named in
the attached proxy statement; and

2. To ratify the appointment of EFP Rotenberg LLP as the Company's
independent public accountants for the fiscal year ending June 30,
2010.

No other business may be transacted at the meeting.

The Board of Directors has fixed the close of business on October 8, 2009,
as the record date for the purpose of determining shareholders entitled to
notice of, and to vote at, said meeting or any adjournment thereof. The books
for transfer of the Company's capital stock will not be closed.

Even if you expect to attend the meeting in person, it is urged by the
Company that you mark, sign, date and return the enclosed proxy. The proxy may
be revoked at any time before it is voted and shareholders who execute proxies
may nevertheless attend the meeting and vote their shares in person. Every
properly signed proxy will be voted as specified unless previously revoked.

By Order of the Board of Directors,

Peggy A. Murphy
Corporate Secretary

Please make your specification and sign and date the enclosed proxy and
mail it promptly in the accompanying pre-addressed, postage-free envelope.

ESPEY MFG. & ELECTRONICS CORP.
233 Ballston Avenue
Saratoga Springs, New York 12866

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors of Espey Mfg. &
Electronics Corp. (the "Company") for use in voting at the Annual Meeting of the
Shareholders of the Company to be held at the Courtyard by Marriott, 11
Excelsior Ave., Saratoga Springs, New York, on November 20, 2009, at 9:00 a.m.,
Eastern Standard Time, and at any postponement or adjournment thereof, for the
purposes set forth in the attached Notice of Meeting. It is anticipated that the
Notice of Annual Meeting of Shareholders, this Proxy Statement and the form of
proxy will be mailed on or about October 20, 2009.

VOTING AND REVOCABILITY OF PROXIES

Every properly dated, executed and returned proxy will be voted at the
Annual Meeting in accordance with the instructions of the shareholder. If no
specific instructions are given, the shares represented by such proxy will be
voted (i) For the election of the Class A Directors nominated by the Board of
Directors, and (ii) For ratification of the appointment of EFP Rotenberg LLP as
the Company's independent public accountants for the fiscal year ending June 30,
2010. Any shareholder giving a proxy has the power to revoke it at any time
prior to the voting thereof by voting in person at the Annual Meeting, by giving
written notice to the Secretary prior to the Annual Meeting, or by signing and
delivering a new proxy card bearing a later date.

The Company's only class of voting securities is its Common Stock, par
value $.33-1/3 per share (the "Common Stock"). Each share of Common Stock
outstanding on the record date will be entitled to one vote on all matters. In
accordance with the Company's By-Laws and applicable state law, the election of
directors will be determined by a plurality of the votes cast by the holders of
shares of Common Stock present and entitled to vote thereon, in person or by
proxy, at the Annual Meeting. Shares present which are properly withheld as to
voting with respect to any one or more nominees, and shares present with respect
to which a broker indicates that it does not have authority to vote ("broker
non-vote") will not be counted. Cumulative voting in connection with the
election of directors is not permitted. The affirmative vote of shares
representing a majority of the votes cast by the holders of shares present and
entitled to vote is required to approve the other matters to be voted on at the
Annual Meeting. Shares, which are voted to abstain and broker non-votes, are not
counted as votes cast on any matter to which they relate.

The By-Laws of the Company provide that the majority of the shares of the
Common Stock of the Company issued and outstanding and entitled to vote, present
in person or by proxy, shall constitute a quorum at the Annual Meeting. Shares,
which are voted to abstain, are considered as present at the Annual Meeting for
the purposes of determining a quorum. Broker non-votes are considered as present
at the Annual Meeting for the purposes of determining a quorum.

RECORD DATE AND SHARE OWNERSHIP

Only holders of Common Stock of record on the books of the Company at the
close of business on October 8, 2009, will be entitled to vote at the meeting.
There were outstanding and entitled to vote on October 8, 2009, 2,335,289 shares
of Common Stock.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation, as amended, provides that the
Board of Directors shall consist of not less than three nor more than nine
persons with the actual number determined in accordance with the Company's
bylaws. The Certificate of Incorporation further provides that there shall be
three classes of directors (Class A, Class B and Class C) with overlapping
three-year terms and that all classes shall be as nearly equal in number as
possible.

The Board of Directors fixed the present number of directors at seven. The
terms of three Class A Directors expire at the Annual Meeting. There are
presently Two Class B Directors, whose terms expire at the 2010 Annual Meeting,
and two Class C Directors, whose terms expire at the 2011 Annual Meeting.

The Board of Directors has nominated three persons to stand for election
as Class A Directors.

The votes will be cast pursuant to the enclosed proxy for the election of
each of the Class A nominees named unless specification is made withholding such
authority. Each of the nominees is presently a director of the Company. Should
any of said nominees for Class A Directors become unavailable, which is not
anticipated, the proxies named in the enclosed proxy will vote for the election
of such other persons as the Board of Directors may recommend. Proxies may not
be voted for a greater number of persons than the nominees named.

The names and business experience for the past five years of the three
persons who have been nominated by the Board of Directors to stand for election
as Class A Directors at the Annual Meeting and the remaining directors whose
terms are continuing until the 2010 or 2011 Annual Meeting appear below.

The Board has determined that all of the Board members with the exception
of Howard Pinsley are independent in accordance with the listing standards of
the NYSE Amex and the Bylaws of the Company.

The independent members of the Board met three times during the fiscal
year ended June 30, 2009, with no members of management present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOLLOWING
NOMINEES FOR CLASS A DIRECTORS.

NOMINEES CLASS A DIRECTORS -- SERVING FOR A
THREE YEAR TERM EXPIRING AT THE 2012 ANNUAL MEETING

Period to
Offices and Date
Positions Held Served as
Name Age with Company Principal Occupation or Employment Director
---- --- ------------ ---------------------------------- --------

Howard Pinsley (1) . . . . . 69 Chief Executive Howard Pinsley has spent his entire career with 1992
Officer and the Company. He served as Program Director
Chairman of the prior to being elected Vice President -Special
Board Power Supplies on April 3, 1992. On December 6,
1996, Mr. Pinsley was elected to the position
of Executive Vice President. On June 9, 1998 he
was elected to the positions of Chief Operating
Officer, Subsequently he became Chief Executive
Officer and Chairman of the Board.

Alvin O. Sabo . . . . . . . 66 -- Attorney engaged in private practice of law and 1999
Of Counsel to the law firm of Donohue, Sabo, Varley &
Huttner, LLP in Albany, NY. He was a partner with a
predecessor firm beginning in 1980. Prior to that
position, he was Assistant Attorney General, State of
New York, Department of Law for eleven years.

Carl Helmetag . . . . . . . 61 -- Vice-President Sales of AlphaMicron Inc., Kent, 1999
Ohio. Prior to that position Mr. Helmetag was
President and CEO of UVEX Sports Inc. in
Cranston R.I. from 1999-2009, President
and CEO of HEAD USA Inc. 1996-1999,
Executive Vice President and then President at
Dynastar Inc. from 1978 to 1996. He is a MBA
graduate from The Wharton School of Business,
University of Pennsylvania.

CONTINUING CLASS B DIRECTORS -- SERVING FOR
A THREE YEAR TERM EXPIRING AT THE 2010 ANNUAL MEETING
Period to
Offices and Date
Positions Held Served as
Name Age with Company Principal Occupation or Employment Director
---- --- ------------ ---------------------------------- --------

Barry Pinsley (1) . . . . . 68 -- Certified Public Accountant who for five years acted as 1999
a consultant to the Company prior to his election as a
Vice President Special projects on March 25, 1994. On
December 6, 1997 Mr. Pinsley was elected to the position
of Vice President-Investor Relations and Human
Resources, from which he resigned on June 9, 1998. He
continued as a non-executive officer through December
31, 2005. Mr. Pinsley was a practicing Certified Public
Accountant in Saratoga Springs, New York since 1975, and
is currently semi-retired.

Seymour Saslow . . . . . . . 88 -- Mr. Saslow was Senior Vice President from 1992 until 1999
December 31, 1999. From 1973 until being elected Senior
Vice President, he served as Vice President. He joined
the Company on July 22, 1952. Mr. Saslow graduated from
the City College of New York in 1944 with a degree in
electrical engineering and is a senior member of the
Institute of Electrical and Electronics Engineers Inc.
He holds many patents and serves on the board of several
charitable organizations.

CONTINUING CLASS C DIRECTORS -- SERVING FOR
A THREE YEAR TERM EXPIRING AT THE 2011 ANNUAL MEETING

Period to
Offices and Date
Positions Held Served as
Name Age with Company Principal Occupation or Employment Director
---- --- ------------ ---------------------------------- --------

Paul J. Corr . . . . . . . . 65 -- Certified Public Accountant who has been a Principal at 1992
Capital Financial Advisors of New York, LLC, Clifton
Park, NY, since 2003. Mr. Corr is also a shareholder in
the Clifton Park, NY accounting firm of Rutnik & Corr,
P.C. In May 2007 he retired from Skidmore College where
he had been a Professor of Management and Business since
1981.

Michael W. Wool . . . . . . . 63 -- Attorney engaged in private practice of law and Senior 1990
Partner since 1982 in the law firm of Langrock, Sperry &
Wool, with offices in Burlington, VT and Middlebury, VT.
Mr. Wool also serves on the boards of the New England
Board of Higher Education and the Burlington Boys and
Girls Club.

----------------------

(1) Barry Pinsley and Howard Pinsley are cousins.

None of the directors holds a directorship in any other company with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934 or subject to the requirements of Section 15(d) of the Securities
Act of 1933 or any company registered as an Investment Company under the
Investment Company Act of 1940.

The only individuals currently considered executive officers of the
Company not identified previously are:

Mark St. Pierre, 51, President of the Company since July 27, 2009. From
2000 to 2008, Mr. St. Pierre was employed by ITT Power Solutions, West
Springfield, Massachusetts, and held the position of Vice President and
Director, Merchant Market Segment. Prior to his employment with ITT Power
Solutions, Mr. St. Pierre held other positions in the power supply and
electronics industry for 20 years.

James Clemens, 60, Vice President of Sales and Marketing of the Company
since March 1, 2004. He was elected as an executive officer on May 19, 2006. Mr.
Clemens held various positions in the power systems industry for seven years
prior to joining the Company. From 1997 to 1999, he was President and Chief
Executive Officer of Ling Electronics, Inc., which was acquired by SatCon Power
Systems. He then served as Transition Manager and consultant to SatCon until
2003.

David A. O'Neil, 44, Treasurer and Principal Financial Officer since
January 4, 2000. Mr. O'Neil is a Certified Public Accountant who, prior to
joining the Company, was a Senior Manager at the accounting firm of KPMG LLP.

Katrina L. Sparano, 38, Assistant Treasurer and Principal Accounting
Officer of the Company since November 12, 2004. Ms. Sparano is a Certified
Public Accountant. Prior to joining the Company on July 29, 2004, she was the
Assistant Controller for Cambridge Heart, Inc.

Peggy A. Murphy, 51, Secretary of the Company since December 11, 1998. She
has been employed by the Company as Director of Human Resources since October
1998.

The terms of office of all executive officers are until the next annual
meeting of the Board of Directors unless successors are sooner appointed by the
Board of Directors.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

During the Company's fiscal year ended June 30, 2009, the Board of
Directors held a total of four meetings, and each director then in office
attended at least 75% of such meetings. Under the policies of the Board,
Directors are expected to attend regular Board meetings, Board committee
meetings, as applicable, and the annual stockholder meeting. All of the
Company's directors attended the 2008 Annual Meeting.

The Board has a standing Audit Committee whose members are Paul J. Corr,
Chairman, Alvin O. Sabo and Carl Helmetag. The functions of this Committee
include reviewing the engagement of the independent accountants, the scope and
timing of the audit and any non-audit services to be rendered by the independent
accountants, reviewing with the independent accountants and management the
Company's policies and procedures with respect to internal auditing, accounting
and financial controls, and reviewing the report of the independent accountants
upon completion of its audit. During the fiscal year ended June 30, 2009, the
Audit Committee held four meetings, and each Committee member attended at least
75% of such meetings.

The Board has a standing Nominating Committee whose members are Carl
Helmetag, Chairman, Michael Wool, and Paul J. Corr. The function of this
Committee is to identify and recommend to the Board individuals for nomination
to fill vacancies in, and for renomination to, positions as Directors of the
Corporation. During fiscal year ended June 30, 2009, the Nominating Committee
held one meeting and each Committee member attended the meeting.

The Board of Directors has a standing Compensation Committee whose members
are Paul Corr, Chairman, Barry Pinsley and Seymour Saslow. The functions of this
Committee include recommending to the full Board all compensation programs
applicable to executive officers including salaries paid to executive officers,
the compensation paid to non-employee directors and the grant of all forms of
bonuses and stock-based compensation including to whom, and the time or times at
which, options will be granted, the number of shares of common stock that
underlie each option and the exercise price and vesting schedule for options
granted pursuant to the Company's 2007 Stock Option and Restricted Stock Plan.
During the fiscal year ended June 30, 2009, the Compensation Committee held
three meetings and each Committee member attended such meeting.

The Board has determined that all of the members of the Audit Committee and
the Nominating Committee meet the independence criteria for audit committee and
nominating committee members as set forth in the listing standards of the NYSE
Amex. The Board has further determined that Mr. Corr qualifies as an audit
committee financial expert in accordance with the rules of the United States
Securities and Exchange Commission ("SEC").

The Board also has a Succession Committee, members of which are Paul J.
Corr, Howard Pinsley, Alvin O. Sabo and Michael Wool and a Mergers and
Acquisition Committee, members of which are Howard Pinsley, Barry Pinsley and
Michael Wool.

NON-EMPLOYEE DIRECTOR COMPENSATION

Company employees who also serve on the Company's Board of Directors do
not receive director's fees. The non-employee Directors receive an annual fee of
$36,000 for being a member of the Board of Directors. Each Director who also
serves as a member of the Audit Committee is compensated an additional annual
fee of $5,000. Each Director who serves as a member of the Succession Committee,
Compensation Committee or the Mergers and Acquisition Committee is compensated
an additional $2,500 for each committee. These fees are paid in monthly
installments to the Directors.

The Board has adopted a Retired Director Compensation Program for the
directors of the Corporation. Under the plan, directors who have attained the
age of 76 are required to retire from the Board, provided that retirement may be
delayed until the end of the director's term. Directors who have retired shall
be eligible to become a "director emeritus" for a maximum period of four (4)
years. The actual term of a director emeritus shall be calculated on the basis
of one quarter of a year for each year of service as a Board member. A director
emeritus will have no vote, but will be expected to participate in meetings of
the Board. If the director emeritus participates in at least 75% of the Board
meetings during a calendar year, in person or by telephone, the director
emeritus will be entitled to receive remuneration in the amount of the base
annual director fee at the time of his or her retirement. In addition, a
director emeritus will be entitled to participate in the Corporation's insurance
programs offered to its employees.

An individual who has retired as a director but is an employee of the
Corporation, or is otherwise receiving compensation from the Corporation under a
severance contract or program will not be eligible for payment.

The following table sets forth the compensation of the Company's
non-employee Directors for the fiscal year ending June 30, 2009:

Fees Earned or Option All Other
Paid in Cash Awards Compensation Total
Name ($) ($)(1),(3) ($)(2) ($)
---- --------- ---------- ------------ -------
Seymour Saslow $29,000 $3,392 $3,277 $35,669

Barry Pinsley $31,500 $4,610 $2,787 $38,897

Michael Wool $31,500 $5,269 $5,713 $42,482

Paul Corr $36,500 $6,586 -- $43,086

Alvin O. Sabo $34,000 $4,610 -- $38,610

Carl Helmetag $31,500 $4,610 -- $36,110

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(1) Represents the dollar amount recognized for financial statement reporting
purposes with respect to the fiscal year ended June 30, 2009 in accordance
with FAS 123(R). For information concerning the assumptions made in the
valuation of awards, see Note 11 of the Company's financial statements for
the fiscal year ended June 30, 2009.

(2) Represents the dollar amount contributed for Directors' health insurance
for fiscal year ended June 30, 2009.

(3) The non-employee Directors held the following unexercised options at
fiscal year end 2009:

Number of Number of
Securities Securities Option Option
Underlying Underlying Exercise Expiration
Unexercised Unexercised Price Date
Options Options $
Name Exercisable Unexercisable (a)
---- ----------- ----------------- -------- -----------

Paul Corr 2000 $17.80 5/19/2016
2000 $18.29 2/21/2017
2000 $21.54 5/23/2018
2000 $17.09 2/20/2019

Carl Helmetag 1400 $18.29 2/21/2017
1400 $21.54 5/23/2018
1400 $17.09 2/20/2019

Barry Pinsley 1400 $17.80 5/19/2016
1400 $18.29 2/21/2017
1400 $21.54 5/23/2018
1400 $17.09 2/20/2019

Alvin O. Sabo 1800 $17.36 10/13/2015
1400 $17.80 5/19/2016
1400 $18.29 2/21/2017
1400 $21.54 5/23/2018
1400 $17.09 2/20/2019

Seymour Saslow 500 $17.36 10/13/2015
1000 $17.80 5/19/2016
1000 $18.29 2/21/2017
1000 $21.54 5/23/2018
1200 $17.09 2/20/2019

Michael Wool 1600 $18.29 2/21/2017
1600 $21.54 5/23/2018
1600 $17.09 2/20/2019
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(a) Unexercisable options vest as follows: (i) options with an expiration date
of 5/23/2018 vest on 5/23/2010; (ii) Options with an expiration date of
2/20/2019 vest on 2/20/2011.

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the annual compensation for each of the
fiscal years ended June 30, 2009, June 30, 2008 and June 30, 2007 received by
the Company's principal executive officer and the Company's two most highly
compensated executive officers other than the principal executive officer who
received over $100,000 in total compensation for the fiscal year ended June 30,
2009 (collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

Option All Other
Name and Salary Bonus Awards (1) Compensation (2) Total
Principal Position Year $ $ $ $ $
--------------------- ---- -------- -------- ------- ------- --------

Howard Pinsley 2009 $225,066 $100,000 $12,335 $16,169 $353,570
Chief Executive Officer 2008 $214,865 $ 60,000 $15,056 $30,985 $320,906
and Chairman of the Board 2007 $206,048 $ 40,000 $18,007 $40,175 $304,230

David O'Neil 2009 $135,342 $ 30,000 $ 6,167 $13,629 $185,138
Treasurer and Principal 2008 $129,260 $ 25,000 $ 7,330 $14,838 $176,428
Financial Officer 2007 $123,924 $ 20,000 $ 8,179 $22,869 $174,972

James Clemens 2009 $150,569 $ 12,500 $ 6,167 $ 6,879 $176,115
Vice President of 2008 $143,789 $ 10,000 $ 7,330 $ 5,300 $166,419
Sales and Marketing 2007 $139,897 $ 10,000 $ 8,118 $ 3,834 $161,849

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(1) Represents the dollar amount recognized for financial statement reporting
purposes with respect to the fiscal year ended June 30, 2009 in accordance
with FAS 123R. For information concerning the assumptions made in the
valuation of awards, see Note 11 of the Company's financial statements for
the fiscal year ended June 30, 2009.

(2) All other compensation for fiscal years 2009, 2008 and 2007 was
represented by the value of shares of the Company's common stock allocated
to the Named Executive Officers' accounts in the Company ESOP and Company
matching contributions to the Company 401(k) Plan for the benefit of the
Named Executive Officers, as set forth below. Dividends are paid on
allocated shares in the Company ESOP at the same time and rate and in the
same form as dividends paid on common shares generally.

Value of
vested shares Company
allocated in Contributions
Company to 401(k)
Name Year ESOP ($) Plan ($) Total
---- ---- -------- -------- -----

Howard Pinsley 2009 $14,171 $1,998 $16,169
2008 $28,609 $2,376 $30,985
2007 $38,907 $1,268 $40,175

David O'Neil 2009 $11,659 $1,970 $13,629
2008 $13,218 $1,620 $14,838
2007 $21,347 $1,522 $22,869

James Clemens 2009 $ 6,879 -- $ 6,879
2008 $ 5,300 -- $ 5,300
2007 $ 3,834 -- $ 3,834

OUSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information concerning outstanding equity
awards held by the Company's Named Executive Officers at fiscal year end:

Number of Number of
Securities Securities
Underlying Underlying Option Option
Unexercised Unexercised Exercise Expiration
Options Options Price Date
# # $
Name Exercisable Unexercisable
---- ----------- ------------- -------- ----------
Howard Pinsley 4000 $17.36 10/13/2015
4000 $17.80 5/19/2016
4000 $18.29 2/21/2017
4000 $21.54 5/23/2018
4000 $17.09 2/20/2019

David O'Neil 1600 $17.36 10/13/2015
2000 $17.80 5/19/2016
2000 $18.29 2/21/2017
2000 $21.54 5/23/2018
2000 $17.09 2/20/2019

James Clemens 2000 $18.29 2/21/2017
2000 $21.54 5/23/2018
2000 $17.09 2/20/2019

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(a) Unexercisable options vest as follows: (i) options with an expiration date
of 5/23/2018 vest on 5/23/2010; (ii) Options with an expiration date of
2/20/2019 vest on 2/20/2011.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information as of June 30, 2009 with respect
to compensation plans under which equity securities of the Company may be
issued.

Equity Compensation Plan Information

Number of securities to Weighted-average Number of Securities remaining
be issued upon exercise exercise price of available for future issuance under
of outstanding options, outstanding options, equity compensation plan (excluding
Plan Category warrants and rights warrants and rights securities reflected in column (a))
----------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
----------------------------------------------------------------------------------------------------------------------

Equity compensation
plans approved by
security holders 140,400 $17.43 338,500
Equity compensation
plans not approved
by security holders
--------- ---------
Total 140,400 338,500
========= =========

INSURANCE

The executive officers and directors of the Company can elect to be
covered under the company-sponsored health plans, which do not discriminate in
favor of the officers, or directors of the Company and which are available
generally to all employees. In addition, the executive officers are covered
under a group life plan, which does not discriminate, and is available to all
employees.

The Company maintains insurance coverage, as authorized by Section 726 of
the New York Business Corporation Law, providing for (a) reimbursement of the
Company for payments it makes to indemnify officers and directors of the
Company, and (b) payment on behalf of officers and directors of the Company for
losses, costs and expenses incurred by such individuals in any actions.

EMPLOYEE RETIREMENT PLAN AND TRUST

Under the Company's ESOP, approved by the Board of Directors on June 2,
1989, effective July 1, 1988, all non-union employees of the Company, including
the Company's executive and non-executive officers are eligible to participate.
The ESOP is a non-contributory plan, which is designed to invest primarily in
shares of common stock of the Company. Certain technical amendments not
considered material were adopted effective as of June 10, 1994, July 1, 2003,
and July 1, 2005.

Of the 450,228 shares of common stock of the Company allocated to
participants of the ESOP as of June 30, 2009, 27,358 shares were allocated to
Howard Pinsley, 7,995 shares were allocated to David A. O'Neil, and 2,993 shares
were allocated to James Clemens.

The ESOP's purchase of common stock from the Company has been financed by
loans from the Company to the ESOP. Each year the Company makes contributions to
the ESOP, which are used to make loan interest and principal payments to the
Company. Following each payment of principal on the loan, a portion of the
unallocated shares held by the ESOP is allocated to participants.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

All of the Company's executive officers are employees at will.

The Company has an agreement with Howard Pinsley, Chief Executive Officer,
most recently amended as of February 20, 2009, under which upon Mr. Pinsley's
termination or resignation as chief executive officer, he becomes a
non-executive officer of the Company for a period of 36 months. In consideration
for the performance of services to be provided by Mr. Pinsley for the equivalent
of nine days per month, he wil1 receive full benefits plus $16,000 per month for
the first three months and $8,666 per month for the next 33 months. The
agreement expires on December 31, 2009.

The Company has an agreement with David O'Neil, Treasurer and Principal
Financial Officer, dated August 17, 2009, under which, upon Mr. O'Neil's
termination without cause prior to August 31, 2012, he will be provided the
salary and benefits he was receiving at the time of his discharge including, but
not limited to, health care benefits, but excluding stock options and bonuses,
for a period of six months or until Mr. O'Neil starts other employment.

The Company has an agreement with Mark St. Pierre, President, dated July
14, 2009 under which, upon Mr. St. Pierre's termination of employment during his
first twelve months of employment for any reason other than cause, or if there
is a change in control, he will be paid his then weekly salary for a period of
six (6) months.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Committee") is
comprised of three independent directors and operates under a written charter,
revised most recently by the Board on February 16, 2007.

In fulfilling its responsibilities, the Committee has reviewed and
discussed the Company's audited consolidated financial statements for the fiscal
year ended June 30, 2009 with management and the independent auditors.

The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended
(Communication with Audit Committees). In addition, the Committee has received
and reviewed the written disclosures and the letter from the independent
auditors required by Independence Standard No.1 (Independence Discussions with
Audit Committees), and has discussed with the auditors the auditors'
independence.

The Committee considered and concluded that the provision of non-audit
services by the independent auditors was compatible with maintaining their
independence.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited consolidated
financial statements referred to above be included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2009.

The Audit Committee Charter is available on the Company's website at
www.espey.com under the tab "Investors".
-------------

Audit Committee:
Paul J. Corr, Chairman
Carl Helmetag
Alvin O. Sabo

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Nominating Committee of the Board of Directors (the "Nominating
Committee") is comprised of three independent directors and operates under a
written charter. A copy of the charter is available on the Company's website,
www.espey.com, under the tab "Investors".
-------------

The Nominating Committee will review the present needs of the Board and
establish criteria as to particular qualifications in terms of background and
experience that could meet such needs. At a minimum, the Nominating Committee
believes that nominees for Directors should have either experience in the
industry in which the Company engages or professional, business or academic
qualifications that differ from existing members of the Board and could augment
the aggregate expertise possessed by Board members. The Company further believes
that all nominees should be able to make a contribution to the Board that will
enhance the development and growth of the Company business and shareholder
value; devote adequate time to service as a Director; and work well with other
Board members in a collegial manner.

The Nominating Committee evaluates prospective nominees identified on its
own initiative or referred to it by other Board members, management,
shareholders or external sources and all self-nominated candidates. The
Nominating Committee uses the same criteria for evaluating candidates nominated
by shareholders and self nominated candidates as it does for those proposed by
other Board members, management and search companies.

The Nominating Committee will consider bona fide recommendations by
shareholders as to potential Director nominees, who meet the above standards. A
shareholder wishing to submit such a recommendation should send a letter,
postmarked no more than 180 days and no later than 120 days prior to the date on
which the Company's annual meeting was held during the prior year, to the
Secretary of the Company. In the case of an annual meeting that is called for a
date that is not within 30 calendar days before or after the first anniversary
date of the annual meeting of shareholders in the immediately preceding year,
any such written proposal of nomination must be received by the Secretary not
less than five days after the Corporation shall have issued a press release,
filed a periodic report with the Securities and Exchange Commission or otherwise
publicly disseminated notice that an annual meeting of shareholders will be
held. The letter must identify its writer as a shareholder of the Company,
provide evidence of the writer's stock ownership and provide:

o The name, address, telephone number and social security number of
the candidate to be considered;

o A description of understandings, contractual, business or familial
relationships between the shareholder and the candidate, if any, and
an unexecuted written consent of the candidate to serve as a
director of the Company, if nominated and elected;

o The candidate's resume and at least three references;

o A statement of the candidate's qualifications to serve on the Board
of Directors and specified Board committees which shall include an
explanation as to how elements of the candidate's background and
experience would be a benefit to the Company and its business.

All candidates recommended to the Nominating Committee must meet the
independence standards of the NYSE Amex and the definition of "independent
director" in the Company's by-laws.

All nominees for election at this Annual Meeting were previously elected
by the shareholders and are standing for re-election.

COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the "Committee") is
comprised of three independent directors and operates under a written charter,
adopted on February 20, 2009. A copy of the charter is available on the
Company's website, www.espey.com, under the tab "Investors".
-------------
The objectives of the compensation program are designed to align
performance with the interests of shareholders, reward performance, retain and
recruit qualified and effective talent.

The Committee will consult with senior management to establish, review and
evaluate the long-term strategy of executive compensation and the types of stock
and other compensation plans utilized by the Company. The Committee will also
assist the Board in the establishment of annual goals and objectives for the
Company's Chief Executive Officer, as well as consulting with the Chief
Executive Officer to establish goals and objectives for other members of senior
management. The Committee will assist the Board in establishing plans for
executive officer development.

The Committee is responsible for recommending to the Board all grants and
awards under the Corporation's stock option plans and other equity-based plans.
It is not intended that the authority of the Board under the 2007 Stock Option
and Restricted Stock Plan be delegated to the Committee, but rather that the
Committee serve in an advisory capacity. The Committee will also consult with
the Chief Executive Officer for senior management grants and awards.

The Committee will review compensation paid to non-employee directors and
make recommendations to the Board for any adjustments.

The Committee will review and approve, in consultation with the Chief
Executive Officer, any severance or similar termination payments proposed to be
made to any current or former executive officer of the Corporation (other than
the current Chief Executive Officer), and review and recommend to the Board any
severance or similar termination payments proposed to be made to the current
Chief Executive Officer.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Mail can be addressed to Directors in care of the Office of the Secretary,
Espey Mfg. & Electronics Corp. 233 Ballston Avenue, Saratoga Springs, New York
12866. At the direction of the Board of Directors, all mail received will be
opened and screened for security purposes. The mail will then be logged in. All
mail, other than trivial or obscene items, will be forwarded. Trivial items will
be delivered to the Directors at the next scheduled Board meeting. Mail
addressed to a particular Director will be forwarded or delivered to that
Director. Mail addressed to "Outside Directors" or "Non-Management Directors"
will be forwarded or delivered to the Chairman of the Audit Committee. Mail
addressed to the "Board of Directors" will be forwarded or delivered to the
Chairman of the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding ownership of the
Company's outstanding Common Stock as of October 8, 2009, by each person or
group who is known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock.

Title Name and Address of Amount and Nature Percent
Class Beneficial Owner of Beneficial Ownership of Class
----- --------------------- ----------------------- --------

Common Stock Franklin Resources. Inc. 153,299 - Direct (1) 6.6%
One Franklin Parkway
San Mateo, CA 94403-1906

Common Stock Espey Mfg. & Electronics Corp. 663,203 - Direct (2) 28.4%
Employee Retirement Plan and Trust
233 Ballston Ave
Saratoga Springs, NY 12866

Common Stock Advisory Research, Inc. 246,127 - Direct (3) 10.59%
180 North Stetson St.
Suite 5500
Chicago, IL 60601

Common Stock Dimensional Fund Advisors LP 124,560- Direct (4) 5.36%
Palisades West
Building One
6300 Bee Cave Road
Austin, Texas 78746

-------------

(1) The information as to the number of shares of Common Stock and the percent
of class ownership of the Company that may be deemed beneficially owned by
Franklin Advisory Services, LLC ("Franklin") is from the Schedule 13G/A,
dated, January 26, 2009, filed with the Securities and Exchange Commission
(the "SEC"). The Franklin statement indicated that Franklin's investment
"management subsidiaries" have sole voting and dispositive power with
respect to all of the shares of Common Stock shown in the table above for
Franklin. The Franklin statement indicates that the Common Stock set forth
in the table is beneficially owned by one or more open or closed-end
investment companies or other managed accounts which are advised by direct
and indirect Franklin investment management subsidiaries. The statement
also indicated that it filed the Schedule 13G/A on behalf of itself and
Franklin's principal shareholders, Charles B. Johnson and Rupert H.
Johnson, Jr. (the "Principal Shareholders"), all of which are deemed
beneficial owners of the shares of Common Stock shown in the above table
for Franklin. Franklin and the Principal Shareholders disclaim any
economic interest or beneficial ownership in any of the Common Stock shown
in the table for Franklin.

(2) The information as to the number of shares of Common Stock of the Company
that may be deemed beneficially owned by the ESOP Trust is from the Form 4
dated September 14, 2009 filed with the SEC. The administration of the
shares of common stock held by the ESOP Trust is subject to the Second
Amended and Restated Plan, effective as of July 1, 2002, creating the
Trust, and a Trust Agreement dated July 15, 2005. The Trustees' rights
with respect to the disposition of shares are governed by the terms of the
Plan and the Trust Agreement. As to shares that have been allocated to the
accounts of participants in the ESOP, the Plan provides that the Trustees
are required to vote such shares in accordance with instructions received
from the participants. As to unallocated shares and allocated shares for
which voting instructions have not been received from participants, the
Plan provides that the Trustees are required to vote such shares in
accordance with the direction of a Committee, appointed by the Board of
Directors of the Company under the terms of the Plan and Trust agreement.
The Trustees, Howard Pinsley and Peggy A. Murphy, are the Chairman of the
Board/Chief Executive Officer and Secretary of the Company, respectively.
The ESOP Committee is comprised of Mr. Pinsley, Ms. Murphy, Director
Michael W. Wool and David A. O'Neil, the Treasurer and Principal Financial
Officer of the Company. As of October 8, 2009, 461,537 shares were
allocated to the accounts of participants and 201,666 shares were
unallocated.

(3) The information as to the number of shares of Common Stock and the percent
of class ownership of the Company that may be deemed beneficially owned by
advisory clients of Advisory Research, Inc. ("Advisory") is from the
Schedule 13G dated February 13, 2009 filed with the SEC. Advisory, a
registered investment advisor, is deemed to have beneficial ownership of
246,127 shares of the Company's Common Stock as of December 31, 2008, all
of which shares are held in Advisory investment companies, trusts and
accounts. Advisory, in its role as investment advisor and/or manager,
reported sole voting power with respect to 246,127 shares.

(4) The information as to the number of shares of Common Stock and the percent
of class ownership of the Company that may be deemed beneficially owned by
Dimensional Fund Advisors LP ("Dimensional") is from the Schedule 13G
dated February 9, 2009 filed with the SEC. Dimensional, an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager
to certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds." In its role as
investment advisor or manager, Dimensional possesses investment and/or
voting power over the securities of the Issuer described in this schedule
that are owned by the Funds, and may be deemed to be the beneficial owner
of the shares of the Issuer held by the Funds. However, all securities
reported in this schedule are owned by the Funds. Dimensional disclaims
beneficial ownership of such securities.

SECURITY OWNERSHIP OF MANAGEMENT

The following information is furnished as of October 8, 2009 (unless
otherwise indicated), as to each class of equity securities of the Company
beneficially owned by all Directors and Executive Officers and by Directors and
Executive Officers of the Company as a Group:

Name and Address of Amount and Nature Percent
Title Class Beneficial Owner of Beneficial Ownership of Class
----------- ---------------- ----------------------- --------

Common Stock James Clemens .............. 2,993-Indirect (2) *
............................ 2,000-Direct (1)

Common Stock Paul Corr .................. 12,439-Direct (1) *

Common Stock Carl Helmetag .............. 16,904-Direct (1) *

Common Stock Peggy Murphy ............... 3,600-Direct (1) *
............................ 9,331-Indirect (2)

Common Stock David O'Neil ............... 15,200-Direct (1) *
............................ 7,995-Indirect (2)

Common Stock Barry Pinsley .............. 59,060-Direct(1) 2.5%

Common Stock Howard Pinsley ............. 88,543-Direct(1) 4.9%
............................ 27,358-Indirect (2)

Common Stock Alvin Sabo ................. 12,100-Direct (1) *

Common Stock Seymour Saslow ............. 15,516-Direct (1) *

Common Stock Katrina Sparano ............ 2,545-Direct (1) *
............................ 1,615-Indirect (2)

Common Stock Michael Wool ............... 12,200-Direct (1) *

Common Stock Officers and Directors ..... 240,107-Direct (1) 12.17%
as a Group (11 persons) .... 49,292-Indirect (2) (3)

-------------------
* Less than one percent

(1) Direct shares include options to acquire shares which are exercisable
within 60 days as follows:

Name of Exercisable Name of Exercisable
Beneficial Owner Options Beneficial Owner Options
---------------- ----------- ---------------- -----------

James Clemens 2,000 Howard Pinsley 12,000

Paul Corr 4,000 Alvin Sabo 4,600

Carl Helmetag 1,400 Seymour Saslow 2,500

Peggy Murphy 3,600 Katrina Sparano 2,200

David O'Neil 5,600 Michael Wool 1,600

Barry Pinsley 2,800

(2) Includes shares allocated to named officer as of June 30, 2009, as a
participant in the Company's ESOP. Each such person has the right to
direct the manner in which such shares allocated to him or her are to be
voted by the ESOP Trustee.

There are no arrangements known to the Company, the operation of which may
at a subsequent date, result in change of control of the Company.

CODE OF ETHICS

The Company has adopted a Code of Ethics which is available on the
Company's website at www.espey.com under the tab "Investors".

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee has selected EFP Rotenberg LLP ("EFP Rotenberg") as
the Company's independent public accountants for the fiscal year ending June 30,
2010. EFP Rotenberg is a new firm resulting from the merger, effective October
1, 2009, of EFP Group with Rotenberg & Company, LLP ("Rotenberg & Co.") which
was first selected by the Audit Committee as the Company's independent public
accountants for the fiscal year ending June 30, 2006. In connection with the
merger Rotenberg & Co. resigned as the Company's independent accountants and the
Audit Committee selected EFP Rotenberg as the successor accounting firm.

Unless otherwise specified by the shareholders, the shares represented by
their properly executed proxies will be voted for ratification of the
appointment of EFP Rotenberg as independent accountants for the fiscal year
ending June 30, 2010. The Company is advised by said firm that neither the firm
nor any of its partners now has, or during the past three years had, any direct
financial interest or material indirect financial interest or any connection
with the Company.

A representative of EFP Rotenberg is expected to be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and to be available to respond to appropriate questions from the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF EFP ROTENBERG AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY
FOR FISCAL YEAR ENDING JUNE 30, 2010.

The Company's Audit Committee had policies and procedures for
pre-approving all audit and non-audit work performed by Rotenberg & Company LLP
for the fiscal year ended June 30, 2009, and 2008 respectively and all services
to be performed by EFP Rotenberg will be pre-approved. Pre-approval includes
audit services, audit-related services, tax services and other services.

The aggregate fees billed for professional services by Rotenberg & Company
LLP in the fiscal years ended June 30, 2009, and 2008, respectively, for these
various services were:

TYPE OF FEES 2009 2008
---- ----
Amount Billed Amount Billed
------------- -------------

(1) Audit Fees $ 69,400 $ 67,500

(2) Audit Related Fees None None

(3) Tax Fees 8,500 8,000

(4) All Other Fees None None
-------- --------

Total $ 77,900 $ 75,500
======== ========

In the above table, in accordance with the Securities and Exchange
Commission's definitions and rules, "audit fees" are fees the Company paid for
professional services rendered by the principal accountant for the audit of the
Company's annual financial statements included in Form 10-K and review of
financial statements included in Form 10-Qs, and for services that are normally
provided by the principal accountant in connection with statutory and regulatory
filings or engagements; "auditrelated fees" are fees for assurance and related
services by the principal accountant that are reasonably related to the
performance of the audit or review of the Company's financial statements; "tax
fees" are fees for tax compliance, tax advice and tax planning rendered by the
principal accountant. 100% of the services set forth in sections (1) through (3)
above were approved by the Audit Committee in accordance with its charter.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than ten
percent of a registered class or the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission. Based solely upon its review of copies of
such reports received by it, or upon written representations obtained from
certain reporting persons, the Company believes that its officers, directors.
and stockholders who own more than ten percent of the Company's equity
securities complied with all Section 16(a) filing requirements for the fiscal
year ended June 30, 2009.

ANNUAL REPORTS

The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2009, including financial statements as filed with the Securities and
Exchange Commission, accompanies this Proxy Statement. Such financial statements
are not incorporated herein by reference.

A copy of the Company's Annual Report on Form 10-K (including financial
statements and schedules thereto) for the fiscal year ended June 30, 2009, filed
with the Securities and Exchange Commission will be provided without charge upon
the written request of shareholders to Espey Mfg. & Electronics Corp.,
attention: Investor Relations, 233 Ballston Avenue, Saratoga Springs, New York
12866. The Company's Form 10-K for the fiscal year ended June 30, 2009 can also
be viewed electronically through a link at the Company's website at
www.espey.com.
-------------

SHAREHOLDER PROPOSALS

Any shareholder proposal which may be a proper subject for inclusion in
the proxy statement and for consideration at the 2010 Annual Meeting must be
received by the Company at its principal executive office no later than June 18,
2010, if it is to be included in the Company's 2010 proxy statement and proxy
form. In addition, the Company's bylaws outline procedures that a shareholder
must follow to nominate directors or to bring other business before an annual
meeting of shareholders. Except as required under the Business Corporation Law
of New York, shareholder proposals will not be considered at special meetings.

PROXY SOLICITATION

The solicitation of the enclosed proxy is being made on behalf of the
Board of Directors and the cost of preparing and mailing the Notice of Meeting,
Proxy Statement and form of proxy to shareholders is to be borne by the Company.

By Order of the Board of Directors,

Howard Pinsley
Chief Executive Officer
and Chairman of the Board

October 20, 2009
Saratoga Springs, New York

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ESPEY MFG. & ELECTRONICS CORP.

PROXY FOR THE
2009 ANNUAL MEETING OF SHAREHOLDERS
November 20, 2009

COMMON

The undersigned hereby appoints Paul Corr and Michael Wool as Proxies, each with
the power to appoint his substitute, and hereby authorizes them or any one of
them to represent and to vote, as designated below, all the shares of common
stock of ESPEY MFG. & ELECTRONICS CORP. which the undersigned would be entitled
to vote if personally present at the 2009 Annual Meeting of Shareholders to be
held on November 20, 2009 or any adjournment thereof.

1. TO ELECT: three Class A Directors Howard Pinsley, Alvin O. Sabo and Carl
Helmetag to serve for a three year term expiring at the 2012 annual meeting
or until his successor is duly elected and qualifies.

HOWARD PINSLEY [_] FOR [_] WITHHOLD AUTHORITY
ALVIN O. SABO [_] FOR [_] WITHHOLD AUTHORITY
CARL HELMETAG [_] FOR [_] WITHHOLD AUTHORITY

The Board of Directors recommends a vote FOR these nominees.
---

2. TO RATIFY the appointment of EFP Rotenberg LLP as the independent public
accountants of the Company for fiscal year ending June 30, 2010.

[_] FOR [_] AGAINST [_] ABSTAIN

The Board of Directors recommends a vote FOR this proposal.
---

No other business may be transacted at the meeting.

------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
--------------------------------------------------------------------------------
| |
| |
-----------Shareholder sign above----------Co-holder (if any) sign above-------

--------------------------------------------------------------------------------
^ Detach here, sign, date and mail in postage paid envelope provided. ^

ESPEY MFG. & ELECTRONICS CORP.
--------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE ABOVE SIGNED SHAREHOLDER.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, AND 2.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporation name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

--------------------------------------- PROXY MATERIALS ARE
AVAILABLE ON-LINE AT:
--------------------------------------- http://www.cfpproxy.com/2886

---------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ESPEY MFG. & ELECTRONICS CORP.

PROXY FOR THE
2009 ANNUAL MEETING OF SHAREHOLDERS
November 20, 2009

ESOP

HOWARD PINSLEY [_] FOR [_] WITHHOLD AUTHORITY
ALVIN O. SABO [_] FOR [_] WITHHOLD AUTHORITY
CARL HELMETAG [_] FOR [_] WITHHOLD AUTHORITY

The Board of Directors recommends a vote FOR these nominees.
---

2. TO RATIFY the appointment of EFP Rotenberg LLP as the independent public
accountants of the Company for fiscal year ending June 30, 2010.

[_] FOR [_] AGAINST [_] ABSTAIN

The Board of Directors recommends a vote FOR this proposal.
---

No other business may be transacted at the meeting.

--------------------------------------------------------------------------------
^ Detach here, sign, date and mail in postage paid envelope provided. ^

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

--------------------------------------- PROXY MATERIALS ARE
AVAILABLE ON-LINE AT:
--------------------------------------- http://www.cfpproxy.com/2886

---------------------------------------