Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On June 24, 2020, the Board of Directors (the "Board") of Frequency Electronics, Inc. (the "Company"), approved and adopted Amended and Restated Bylaws of the Company (as amended, the "Bylaws"), effective immediately, to provide that:





  ? special meetings of stockholders may be called by the Chairperson of the
    Board, the President or the Board;




  ? the Company may engage independent inspectors of elections to perform a
    ministerial review of the validity of any written consent delivered to the
    Company, and that any action by written consent will take effect as of the
    date and time of the certification of the validity of such written consent by
    such independent inspectors of elections;




  ? directors shall be elected at the annual meeting of stockholders and shall
    hold office until the next annual meeting of stockholders and until their
    respective successors are duly elected and qualified, subject to the earlier
    death, resignation, disqualification or removal of a director;




  ? special meetings of the Board may be called by the Chairperson of the Board,
    the President or the Secretary on the written request of any two directors;




  ? the Chairperson of the Board and a Lead Independent Director, if the
    Chairperson of the Board is not independent, may be elected from the members
    of the Board and shall not be officers of the Company;




  ? certificates representing shares of capital stock of the Company shall be
    signed by any two officers of the Company;




  ? notices to directors and stockholders may be given in any manner permitted by
    Delaware law; and




  ? unless the Company consents in writing to the selection of an alternative
    forum, the Court of Chancery of the State of Delaware (or, in the event the
    Court of Chancery of the State of Delaware lacks jurisdiction to hear an
    action, any state court located within the State of Delaware or, in the event
    all such state courts lack jurisdiction to hear an action, the federal
    district court for the District of Delaware) shall be the sole and exclusive
    forum for certain specified claims.

The Bylaws also include other technical, conforming or clarifying changes in certain other provisions.

The above description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.




Item 9.01.    Financial Statements and Exhibits.



(d)   Exhibits.



  3.1   Amended and Restated Bylaws of Frequency Electronics, Inc., effective as
      of June 24, 2020.

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