EXHIBIT 17.2
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AS INDICATED BY “[REDACTED]” AND SEPARATELY FILED WITH THE COMMISSION
[PRIVET FUND LETTERHEAD]
Board of Directors
Frequency Electronics, Inc
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
September 12, 2017
Fellow Board Members,
As a director of Frequency Electronics, I write this letter to you with great concern for the current state of affairs at the Company and the implications for its future viability. [REDACTED]
FEI is a public company and the owners (Privet Fund being one of the largest) have a right to demand accountability. I have attempted to fully and civilly participate as a director in the governance and oversight of the business [REDACTED]. The culmination of this untenable situation has been the events leading up to the scheduled board meeting of September 12, which I describe in more detail below. I will then state my view as to what I believe is necessary for me to discharge my fiduciary duty as a director of FEI in light of the present circumstances.
MANAGEMENT SUCCESSION PLAN & CEO SEARCH “PROCESS”
At our meeting of July 6, we discussed the search for a CEO at length. Following our discussion, we all agreed (including Messrs. Girsky and Bloch) to form a sub-committee of the Board and begin discussions with reputable executive search firms. [REDACTED]
[REDACTED] In any event, this most critical issue should be discussed at a properly called board meeting where directors can openly discuss the matter and give it the attention it is due. [REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]
Absent a satisfactory resolution at our meeting on September 12 of the issues raised above, I intend to resign from the Board of Directors of Frequency Electronics. [REDACTED] Hopefully, we will be able to move forward in a constructive manner at our meeting on September 12 so the disruption of any resignation can be avoided.
Regretfully sincere,
Ryan Levenson Managing Member
Privet Fund Management LLC
2
