Item 5.07 Submission of Matters to a Vote of Security Holders

On January 15, 2020, Tel-Instrument Electronics Corp. (the "Company") held an annual meeting of stockholders (the "Annual Meeting").





As of the close of business on December 13, 2019, the record date for the Annual
Meeting (the "Record Date"), 3,255,887 shares of the Company's common stock were
outstanding and entitled to vote. In addition, as of the Record Date, there were
500,000 shares of Series A Convertible Preferred Stock outstanding, with voting
rights equivalent to 1,000,000 shares of common stock, and 166,667 shares of
Series B Convertible Preferred Stock outstanding, with voting rights equal to
352,112 shares of common stock. At the Annual Meeting, a total of 4,257,851
votes, comprised of shares of the Company's Common Stock and Series A
Convertible Preferred Stock and B Convertible Preferred Stock, calculated
together as a single class and on an as-converted basis, equivalent to
approximately 92.4% of the outstanding votes, were represented in person or by
proxy at the Annual Meeting, constituting a quorum.  The matters that were voted
upon at the Annual Meeting, and the number of votes cast for or
against/withheld, as well as the number of abstentions and broker non-votes, as
to such matters, where applicable, are set forth below.



1. The five nominees for director were elected to serve a one-year term as
follows:



        Director              Votes For        Votes Against        Broker Non-Votes      Percentage Voted For
Steven A Fletcher               3,221,886                  -0-              1,020,847                      75.7 %
George J. Leon                  3,221,886                  -0-              1,020,847                      72.1 %
Jeffrey C. O'Hara               3,221,886                  -0-              1,020,847                      72.1 %
Robert A. Rice                  3,221,886                  -0-              1,020,847                      72.1 %
Robert H. Walker                3,221,886                  -0-              1,020,847                      72.1 %

2. The proposal to ratify the appointment of Friedman, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2020 was approved as follows:





   Auditor       Votes For     Votes Against   Broker Non-Votes   Votes Abstained    Percentage
                                                                                     Voted For
Freidman, LLP    4,251,941         5,910              0                 -0-            99.9%

3. The proposal to cast a non-binding advisory vote to approve the compensation of the Company's named executive officers was approved as follows:





Votes For   Votes Against   Broker Non-Votes   Votes Abstained   Percentage Voted For
3,220,791       9,527          1,020,847            6,686               75.6%

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