Microwave Filter Co Inc/NY – ‘PREC14A’ on 1/24/12 re: Microwave Filter Co Inc/NY

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Preliminary Proxy Solicitation Material – Contested Solicitation   —   Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary C Proxy Statement                         18     53K 
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      1K 

‘PREC14A’   —   Preliminary C Proxy Statement

PREC14A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 14A  

Proxy Statement Pursuant to Section 14(a) of the  
Securities Exchange Act of 1934 

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or                   
Section 240.14a-12                                                    

Microwave Filter Company, Inc.  
(Name of Registrant as Specified in its Charter)  

(Name of Person(s) Filing Proxy Statement if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box):                              
[X]  No fee required.                                                           
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:   
 3) Per unit price or other underlying value of transaction computed
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
  the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:               
5) Total fee paid:                                                
[ ]  Fee paid previously with preliminary materials.                            
[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           
1) Amount Previously Paid:                                        
2) Form, Schedule or Registration Statement No.:                  
3) Filing Party:                                                  
4) Date Filed:                                                    

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Microwave Filter Company,  Inc. 
6743 Kinne Street 
East Syracuse, New York 13057 
Notice of Annual Meeting of Shareholders  

To the Shareholders of Microwave Filter Company, Inc.:                          

At the direction of the Board of Directors of Microwave Filter Company,     
Inc., a New York corporation (the 'Company'), notice is hereby given that the   
Annual meeting of Shareholders of the Company (the 'Meeting') will be held at   
10:00 a.m. on Wednesday, February 29, 2012 at the Best Western Plus Carrier     
Circle, 6555 Old Collamer Road South, East Syracuse, New York  13057 for the    
following purposes:                                                             

Proposal 1.   The election of 3 directors to hold office until the Annual   
Meeting of the Shareholders at which their term expires or until their          
successors have been duly elected;                                              

Proposal 2.   The ratification of the appointment of EFP Rotenberg, LLP,    
Certified Public Accountants, as the Company's independent registered public    
accounting firm for the 2012 fiscal year;                                       

The Board of Directors has fixed the close of business on January 13, 2012  
as the record date for the determination of shareholders entitled to notice of  
and to vote at the Meeting, or any adjournments thereof.                        

Please note that the Furlong Fund has announced its intention to propose    
proxy access and nominate two directors for election at the Annual Meeting.     
You may receive solicitation materials from The Furlong Fund seeking your       
vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF     
THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY BALLOT AND URGES YOU NOT TO    
SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY THE FURLONG FUND. If you   
have already voted using a proxy card sent to you by The Furlong Fund, you can  
revoke it by signing and dating the enclosed WHITE proxy ballot and returning   
it in the postage-paid envelope provided. Only your last-dated proxy will       
count, and any proxy may be revoked at any time prior to its exercise at the    
Annual Meeting as described in the accompanying Proxy Statement.                

                                          By order of the Board of Directors

                         Robert R. Andrews
                             Chairman of the Board
Dated:  January 24, 2012                                          
Syracuse, New York                                                

YOUR VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE      
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT     
THE MEETING.  YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING,     
OR IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND   
VOTE IN PERSON IF YOU WISH.                                                     

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MICROWAVE FILTER COMPANY, INC.  
Proxy Statement for Annual Meeting of Shareholders  

General                                                                         

The enclosed Proxy is solicited on behalf of the Board of Directors of      
Microwave Filter Company, Inc. (the 'Company') for use at the Company's Annual  
Meeting of Shareholders (the 'Annual Meeting') to be held on Wednesday,         
February 29, 2012 at 10:00 a.m. local time or at any adjournment or             
postponement thereof, for the purposes set forth herein and in the              
accompanying Notice of Annual Meeting of Shareholders.  The Annual Meeting      
will be held at the Best Western Plus Carrier Circle, 6555 Old Collamer Road    
South, East Syracuse, New York  13057.                                          

The Company's principal executive offices are located at 6743 Kinne Street, 
East Syracuse, New York  13057.  The telephone number at that address is (315)  
438-4700.                                                                       

These proxy solicitation materials and the Annual Report to Shareholders    
were first mailed on or about January 27, 2012 to all shareholders entitled to  
vote at the Annual Meeting.                                                     

Record Date and Shares Outstanding                                              

Shareholders of record at the close of business on January 13, 2012 are     
entitled to notice of, and to vote at, the Annual Meeting.  At the record date  
2,586,227 shares of the Company's common stock were issued, outstanding and     
entitled to vote at the Annual Meeting.                                         

Availablility of Proxy Materials                                                

Our Annual Report to Shareholders and this Proxy Statement are available on 
the Company's website at www.microwavefilter.com.                               

Please note that the Furlong Fund has announced its intention to propose    
proxy access and nominate two directors for election at the Annual Meeting.     
You may receive solicitation materials from The Furlong Fund seeking your       
vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF     
THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY BALLOT AND URGES YOU NOT TO    
SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY THE FURLONG FUND. If you   
have already voted using a proxy card sent to you by The Furlong Fund, you can  
revoke it by signing and dating the enclosed WHITE proxy ballot and returning   
it in the postage-paid envelope provided. Only your last-dated proxy will       
count, and any proxy may be revoked at any time prior to its exercise at the    
Annual Meeting as described in the accompanying Proxy Statement.                

Revocability of Proxies                                                         

Any proxy given pursuant to this solicitation may be revoked by the person  
giving it at any time before its use by delivering to the Secretary of the      
Company a written notice of revocation or a duly executed proxy bearing a       
later date or by attending the Annual Meeting and voting in person.             

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Voting and Solicitation                                                         

Every shareholder voting for the election for Directors is entitled to one  
vote for each share held of record on the record date. Directors are elected    
by a plurality of the votes cast at the meeting.                                

A quorum at the Annual Meeting shall consist of one-third (1/3) of the      
outstanding shares entitled to vote, represented either in person or proxy.     
Abstentions are counted as present for the  purpose  of  determining  the       
presence  or absence of a quorum for the transaction of business. Votes         
against a candidate and votes withheld from voting for a candidate will have    
no effect on the election of directors.                                         

If a stockholder is the beneficial owner of shares held in "street name" by 
a bank or brokerage firm, such bank or brokerage firm, as the record holder of  
the shares, is required to vote those shares in accordance with such            
stockholder's instructions. If the stockholder does not give instructions to    
such bank or brokerage firm, it will nevertheless be entitled to vote the       
shares with respect to certain "discretionary" items, but will not be           
permitted to vote such stockholder's shares with respect to "non-               
discretionary" items. In the case of non-discretionary items, the shares will   
be treated as "broker non-votes."                                               

Shares treated as broker non-votes will be included for purposes of         
calculating the presence of a quorum. Otherwise, shares represented by broker   
non-votes will be treated as shares not entitled to vote on a proposal. Broker  
non-votes will not be counted as votes cast 'for' or votes 'withheld' for the   
election of directors.                                                          

The proposal to ratify the appointment of EFP Rotenberg, LLP as the         
Company's independent auditor for the fiscal year ending September 30, 2012 as  
well as any other matter properly submitted to shareholders for their           
consideration at the Annual Meeting, will be approved if a majority of the      
votes cast at the Annual meeting are voted 'FOR' those proposals.               

The cost of this solicitation will be borne by the Company.  The Company has
retained Regan & Associates, Inc. to assist in the solicitation of proxies at   
a fee of $6,000 (which includes expenses.) In addition, the Company may         
reimburse brokerage firms and other persons representing beneficial owners of   
shares for their expenses in forwarding solicitation material to such           
beneficial owners. Proxies also may be solicited by certain of the Company's    
directors, officers and regular employees, without additional compensation,     
personally or by telephone or by telegram.                                      

Deadline for Receipt of Shareholder Proposals                                   

Proposals of shareholders which are intended to be presented by such        
shareholders at the Company's 2013 Annual Meeting must be received by the       
Secretary of the Company at the Company's principal executive offices no later  
than November 1, 2012 in order to be included in the proxy soliciting material  
relating to that meeting. Such proposals should be sent by certified mail,      
return receipt requested.                                                       

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Shareholder Communications with Directors                                       

Shareholders who want to communicate with the Board or an individual        
director can write to: Richard Jones, Corporate Secretary, Microwave Filter     
Company, Inc., 6743 Kinne Street, East Syracuse, New York  13057. Your letter   
should indicate that you are a shareholder of Microwave Filter Company, Inc.    
Depending on the subject matter, management will:                               

Forward the communication to the director or directors to whom it is        
addressed; or                                                                   

Attempt to handle the inquiry directly, for example, requests for           
information or stock-related matters.                                           

Corporate Governance                                                            

Our executive officers, management and employees conduct our business under 
the direction of the Chief Executive Officer and with the independent           
oversight of our Board. Our Board is composed of directors who are not          
employed by us, with the exception of Mr. Fahrenkrug and Mr. Jones. A non-      
executive director serves as Chairman of the Board.  We believe that having a   
non-executive Chairman of the Board emphasizes the importance of the Board's    
objectivity and independence from management and best promotes the effective    
functioning of the Board's oversight role. At regularly scheduled Board         
meetings, our non-employee directors meet in executive session without          
management present. Our Board also ensures that we have an effective            
management team in place to run the Company and serves to protect and advance   
the long-term interests of our shareholders.                                    

Oversight of risk management is a responsibility of the Board of Directors  
and is an integral part of the Board's oversight of our business. The           
Company's senior management is primarily responsible for managing the day-to-   
day risks of the Company's business, and is best equipped to assess and manage  
those risks.  The Board regularly receives reports on the Company's exposure    
to risk from senior management and reassesses the management of those risks     
throughout the year.                                                            

Board Meetings and Committees                                                   

The Board of Directors held a total of four meetings during the fiscal year 
ending September 30, 2011. One Director, Perry A. Harvey, attended less than    
75% of all such meetings of the Board of Directors and of the committees of     
the Board on which he served during fiscal 2011.                                

The Company's Audit Committee currently consists of  Sidney Chong, Chair,   
Daniel Galbally, Frank S. Markovich and Robert R. Andrews. All members of the   
Audit Committee are independent of management (as independence is defined in    
the Nasdaq listing standards). The purpose of the Audit Committee is to assist  
the Board of Directors' oversight of the Company's accounting and financial     
reporting processes and the audits of the Company's financial statements. The   
Audit Committee operates pursuant to a Charter approved by the Company's Board  
of Directors. The Audit Committee held  four  meetings during fiscal year       
2011. The Audit Committee's charter is available on our website at              
www.microwavefilter.com.                                                        

The Company's Compensation Committee currently consists of John Kennedy,    
Chair, Robert Andrews, Sidney Chong  and Daniel Galbally.  The Compensation     
Committee reviews compensation and benefits for the Company's executives.  The  
Compensation Committee held one meeting during fiscal year 2011.                

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The Company's Nominating Committee currently consists of  Daniel Galbally,  
Chair, Robert Andrews, Perry Harvey, John Kennedy and Frank S. Markovich. All   
members of the Nominating Committee are independent of management ( as          
independence is defined in the Nasdaq listing standards). The Nominating        
Committee operates pursuant to a Charter approved by the Company's Board of     
Directors. The Nominating Committee held one meeting during fiscal year 2011.   

When considering a potential candidate for membership on our Board, the     
Nominating Committee considers relevant business and industry experience and    
demonstrated character and judgement. There are no differences in the manner    
in which the Nominating Committee evaluates a candidate that is recommended     
for nomination for membership on our Board by a shareholder.                    

The Nominating Committee will consider shareholder nominations for directors
in writing to our corporate secretary prior to the meeting. To be timely, the   
notice must be delivered within the time period permitted for submission of a   
stockholder proposal as described under 'Shareholder Proposals.' Such notice    
must be accompanied by the nominee's written consent, contain information       
relating to the business experience and background of the nominee and contain   
information with respect to the nominating shareholder and persons acting in    
concert with the nominating shareholder.                                        

The Nominating Committee is responsible for recommending to our full Board  
of Directors nominees for election of directors. To fulfill this role, the      
committee interviews, evaluates and recommends individuals for membership on    
our Board and committees thereof.                                               

Each of the Company's directors is encouraged to attend the annual meeting  
of shareholders in person. Last year seven of nine directors attended the       
annual shareholders meeting.                                                    

The Company also has a standing Executive Committee.                        

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Compensation of Directors                                                       

Non-officer Directors currently receive fees of $300.00 per board meeting   
and $300.00 per committee meeting. MFC also reimburses Directors for            
reasonable expenses incurred in attending meetings.  The Chairman of the Board  
currently receives fees of $500.00 per board meeting and $500.00 per committee  
meeting. Officer members receive no compensation for their attendance at        
meetings.                                                                       

The following table summarizes the compensation paid to non employee        
Directors for their service to the Board and its committees in fiscal 2011.     

Director Compensation Table                                                     

Fees earned or                  
Name                     paid in cash                                           

Robert R. Andrews           $3,500                                              
Trudi B. Artini             $1,200                                              
Sidney Chong                $2,400                                              
Daniel Galbally             $2,400                                              
Perry A. Harvey               $600                                              
John Kennedy                  $900                                              
Frank S. Markovich          $2,100                                              

Security Ownership of Certain Beneficial Owners and Management                  

The following table sets forth certain information regarding beneficial     
ownership of the Company's common stock as of January 13, 2012 (i) by each      
person who is known by the Company to own beneficially more than 5% of the      
Company's common stock, (ii) each Director of the Company and (iii) all         
Directors and Executive Officers as a group.                                    

Directors, Officers                   Shares Beneficially Owned                 
                      Number   Percent

Carl F. Fahrenkrug *                       72,298     2.8%                      
Frank S. Markovich *                        4,340      **                       
Daniel Galbally *                               0      **                       
Sidney Chong *                              1,000      **                       
Robert R. Andrews *                         1,214      **                       
Richard L. Jones *                              0      **                       
Perry A. Harvey *                               0      **                       
John J. Kennedy *                             500      **                       
Anne Tindall*                                   0      **                       
All Directors and Executive                                                     
Officers as a group (nine persons)         79,352     3.1%                      

*Directors of the Company.                                                      
**Denotes less than one percent of class.                                       

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5% Shareholders                          Shares Beneficially Owned              
                      Number   Percent

Hummingbird Management, LLC (1)           417,578    16.1%                      
145 East 57th Street - 8th Floor                                                
New York, New York  10022                                                       

(1) Based on the share information for Hummingbird Management, LLC  reported    
on Schedule 13D filed by them on December 16, 2009. Hummingbird Management,     
LLC reported sole voting power and sole dispositive power to all such shares    
and shared voting power with respect to none of the shares.                     

Compensation Committee Interlocks and Insider Participation                     

No member of the Compensation Committee was or is an officer or employee of 
the Company or any of its subsidiaries.                                         

Compliance with Section 16(a) of the Securities Exchange Act                    

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
executive officers and directors and persons who own more than 10% of a         
registered class of the Company's equity securities, to file reports of         
ownership and changes of ownership with the Securities and Exchange Commission  
and the National Association of Securities Dealers, Inc. Such officers,         
directors and 10% shareholders are also required by SEC Rules to furnish the    
Company with copies of all Section 16(a) forms that they file. Based solely on  
its review of such reports received by it, the Company believes that its        
officers, directors and 10% shareholders complied with all Section 16(a)        
filing requirements for the fiscal year ended September 30, 2011.               

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EXECUTIVE COMPENSATION AND OTHER MATTERS                                        

Executive Compensation                                                          

The Company's guiding compensation philosophy is to provide compensation    
that rewards individual and organizational performance. The Company aims to     
make executive compensation sensitive to Company performance, which is defined  
in terms of revenue growth and profitability. Compensation must also be         
competitive, thereby enabling the Company to attract, retain and motivate       
highly-qualified individuals who contribute to the Company's success.           

The following table sets forth the annual and long-term compensation of the 
Company's Chief Executive Officer for services to the Company during the two    
fiscal years ended September 30, 2011.                                          

                                     Annual Compensation
                                       Salary         Bonus      Other
Name and Principal Position         Year       $             $         $(1)     

Carl F. Fahrenkrug                  2011    119,594          0         8,570    
President and CEO                   2010    120,094          0        62,929    

(1) All other compensation consists of the following:                           

                        Fiscal 2011            Fiscal 2010
                          $                      $

Accrued Vacation Paid                  0                  51,082        
Employer Match for 401(k) Plan     7,176                  10,271        
Life Insurance                       622                     667        
Accidental Death & Dismemberment and                                    
Long-Term Disability             772                     909    

Mr. Fahrenkrug's salary for fiscal year 2011 and 2010 was $125,000, set by  
the Board of Directors in 2007. Mr. Fahrenkrug also receives five weeks of      
paid vacation each calendar year and participation in all benefits, plans and   
programs available to all employees.                                            

During both fiscal 2011 and 2010 Mr. Fahrenkrug took a voluntary pay cut due
to the downturn in business and the economic climate.                           

Option Grants and Exercises                                                     

There were no options granted or exercised by the executive officer listed  
in the executive compensation table above during the last fiscal year.          

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PROPOSAL ONE  
ELECTION OF DIRECTORS 

Nominees                                                                        

Three Directors are to be elected at the Annual Meeting. Unless otherwise   
instructed, the proxy holders will vote the proxies received by them for the    
three nominees named below, all of whom are presently Directors of the          
Company.  In the event that any nominee is unable or declines to serve as a     
Director at the time of the Annual Meeting, the proxies will be voted for any   
nominee who shall be designated by the present Board of Directors to fill the   
vacancy. A term of office of three years for each person elected as a Director  
will continue to the Annual Meeting of Shareholders at which their term         
expires or until his or her successor has been elected and qualified. It is     
not expected that any nominee will be unable or will decline to serve as a      
Director.                                                                       

The name of and certain information regarding each nominee are set forth    
below.                                                                          

Director                Principal Occupation and Qualifications                 

ROBERT D. ESSIG         Mr. Essig is Of Counsel to the Law Firm Of Costello,    
Age 66                  Cooney & Fearon, PLLC in Syracuse,  New York. His       
                   primary areas of practice have been Commercial Law,
                    Commercial Real Estate, Environmental Law, Municipal
                   Law and Zoning Law. Mr. Essig graduated with honors
                    from Fordham University School of Law, J.D., in June
                      of 1975. Mr. Essig was admitted to the New  York State
                      Bar and the Federal District Court (NDNY) in 1976. Mr.
           Essig is a member of the New York State Bar
                 Association, the American Bar Association and the
Onondaga County Bar Association.

                    Mr. Essig brings over 35 years of legal expertise to
the Board of Directors.         

JOHN J. KENNEDY         Mr. Kennedy is the Senior Partner and Co-founder of     
Age 62                  Hawthorne Consulting Group, LLC, a continuous           
Director since 2009     improvement consulting firmdedicated to the education   
                   and training of business owners, managers and their
                  employees in the concepts of the Toyota Production
               System. Prior to that, Mr. Kennedy was a senior
      consultant with Seven Pines Consulting
                     Group/Rutherford Associates. He has also held various
                   management positions with Orion Bus Industries Ltd,
                    General Motors Corp. and the Miller Brewing Company.
                 He holds an MBA from Syracuse University and a BS
           degree from the University of Pennsylvania.

                  Mr. Kennedy brings to the Board extensive business
                   leadership  experience and an intimate knowledge in
     productivity and process improvement.

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ANNE TINDALL            Ms. Tindall is the founder and President of Employee    
Age 58                  Management Strategies, Inc. which provides a variety    
Director since 2012     of comprehensive on and  off-site professional human    
                resource services to employers. Ms. Tindall is a
                   graduate of the State University College at Buffalo
                     with a Bachelor of Arts in Human Development - Family
                   and Community Relations, in addition to a number of
            human resource-related courses and seminars.

                   Ms. Tindall brings over 33 years of human resource-
            related expertise to the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'  
THE ELECTION OF EACH OF THE NOMINEES  

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MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE  

Directors Whose Terms Expire in 2013                                            

Director                Principal Occupation and Qualifications                 

ROBERT R. ANDREWS       Mr. Andrews is the President and Principal shareholder  
Age 70                  of Morse Manufacturing Co., Inc., East Syracuse, N.Y.   
Director since 1992     which produces specialized material handling equipment  
                    and has served in that capacity since prior to 1985.
                      He received a B.A. degree from Arkansas University and
                  has served as Vice President and a Director of the
              Manufacturers Association of Central New York,
                  President of the Citizens Foundation, a Trustee of
                    DeWitt Community Church, a Director of the Salvation
                      Army and Chairman of the Business and Industry Council
                      of Onondaga Community College. Mr. Andrews was elected
                      Chairman of the Board of Directors of Microwave Filter
  Company, Inc. on November 17,2004.

                      Mr. Andrews brings extensive executive, management and
                     operational experience as the President and Principal
             shareholder of a small manufacturing company.

SIDNEY K. CHONG         Mr. Chong was a corporate accountant for Carrols Corp.  
Age 70                  in Syracuse prior to his retirement in January 2011.    
Director since 1995     Prior to joining Carrols Corp., he was a Senior         
                    Accountant with Price Waterhouse and Co. in New York
                   City. Mr. Chong has a Bachelor of Science degree in
            accounting from California State University.

                     Mr. Chong brings to the board extensive financial and
               business experience and is considered an 'audit
                committee financial expert' under SEC rules. Mr.
RICHARD L. JONES        Chong's extensive accounting and financial knowledge    
Age 63                  is an invaluable asset to the Board in its oversight    
Director since 2004     of the integrity of our financial statements and the    
financial reporting process.    

                      Mr. Jones was appointed a Director of Microwave Filter
                 Company, Inc. on September 7, 2004. Mr. Jones has
                  served as a Vice President and the Chief Financial
                Officer of Microwave  Filter Company, Inc. since
                    October 7, 1992. He has a Bachelor of Science degree
       in accounting from Syracuse University.

                     Mr. Jones brings to the Board extensive financial and
                  business experience. His thorough knowledge of our
                     business and operations is an invaluable asset to the
Board.                          

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Directors Whose Terms Expire in 2014                                            

Director                Principal Occupation and Qualifications                 

CARL F. FAHRENKRUG      Mr. Fahrenkrug was appointed President and Chief        
Age 69                  Executive Officer of MFC on October 7, 1992. He has     
Director since 1984     also served served as President and Chief Executive     
                     Officer of NSI since prior to 1986. He served as Vice
                    President of Engineering at Microwave Systems, Inc.,
                      Syracuse, N.Y. from 1972 - 1976.  Mr. Fahrenkrug has a
                     B.S. and M.S. in Engineering and an MBA from Syracuse
University.                     

            Mr. Fahrenkrug brings to the Board executive
                leadership and industry experience. His thorough
                      knowledge of our business, products, strategy, people,
                  operations and competition provides us with strong
leadership.                     

DANIEL P. GALBALLY      Mr. Galbally is an accountant for Nucor Steel Auburn,   
Age 64                  Inc. in Auburn, N.Y. Prior to joining Nucor Steel       
Director since 1995     Auburn, he was the Controller of Diamond Card           
                      Exchange, Inc. in Syracuse, N.Y. He was the Controller
                of Evaporated Metal Films (EMF) in Ithaca, N. Y.
                      Before joining EMF, he worked as Controller and acting
            Vice President of Finance at Philips Display
                     Components Co. He has a B.S. degree in accounting and
 an MBA from  Syracuse University.

                    Mr. Galbally brings to the board extensive financial
                   and business experience and is considered an 'audit
                committee financial expert' under SEC rules. Mr.
             Galbally's extensive accounting and financial
                    knowledge is an invaluable asset to the Board in its
                      oversight of the integrity of our financial statements
     and the financial reporting  process.

FRANK S. MARKOVICH      Mr. Markovich is a consultant in the manufacturing      
Age 67                  operations and training field. Prior to that, he was    
Director since 1992     the Director of the Manufacturing Extension             
                      Partnership at UNIPEG Binghamton. He held various high
                  level positions in operations, quality and product
               management in a 20 year career with BF Goodrich
               Aerospace, Simmonds Precision Engine Systems of
                   Norwich, N.Y.  He completed US Navy Electronics and
               Communications Schools and received an MBA from
Syracuse University.            

                    Mr. Markovich brings to the Board extensive business
                   leadership  experience and an intimate knowledge of
               manufacturing operations, quality assurance and
product management.             

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PROPOSAL TWO  
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS 

EFP Rotenberg, LLP, Certified Public Accountants, as successor by merger,   
effective October 1, 2009, to the registered public accounting firm Rotenberg   
& Co. LLP, has served as our principal accountants since 2005. The Audit        
Committee has appointed EFP Rotenberg, LLP as the Company's independent         
registered public accounting firm for the fiscal year ending September 30,      
2012. There have been no disagreements on any matters of accounting principles  
or practices, financial statements disclosure or auditing scope or procedures   
with EFP Rotenberg, LLP. None of their reports have contained an adverse        
opinion or disclaimer of opinion and was not qualified or modified as to audit  
scope or accounting principles.                                                 

The Board of Directors has approved the selection of EFP Rotenberg, LLP to  
audit our financial statements for the fiscal year ending September 30, 2012,   
and seeks shareholder ratification of such appointment. Representatives of EFP  
Rotenberg, LLP are expected to be present at the Annual Meeting.                

The Company's By-laws do not require that shareholders ratify the selection 
of EFP Rotenberg, LLP as the Company's independent register public accounting   
firm. The Board, however, is submitting the selection of EFP Rotenberg, LLP to  
shareholders for ratification as a matter of good corporate practice. If        
shareholders do not ratify the selection, the Audit Committee will reconsider   
whether to retain EFP Rotenberg, LLP. Even if the selection is ratified, the    
Board and the Audit Committee at their discretion may change the appointment    
at any time during the year if they determine that such a change would be in    
the best interests of the Company and its shareholders.                         

THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE RATIFICATION 
OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

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REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS                             

The Audit Committee operates pursuant to a Charter approved by the Company's
Board of Directors. The Audit Committee reports to the Board of Directors and   
is responsible for overseeing financial accounting and reporting, the system    
of internal controls established by management and the audit process of the     
Company. The Audit Committee Charter sets out the responsibilities, authority   
and specific duties of the Audit Committee. The Charter specifies, among other  
things, the structure and membership requirements of the Committee, as well as  
the relationship of the Audit Committee to the independent accountants and      
management of the Company.                                                      

The Audit Committee consists of four members, all of whom have been         
determined by the Board of Directors to be 'independent' under the NASDAQ       
listing standards as previously in effect and as amended. The Committee         
members do not have any relationship to the Company that may interfere with     
the exercise of their independence from management and the Company. The Board   
of Directors of Microwave Filter Company, Inc. has determined that Mr. Chong    
and Mr. Galbally, both members of the Audit Committee, are 'audit committee     
financial experts' as defined by the SEC's regulations. None of the Committee   
members are current officers or employees of the Company or its affiliates.     

Audit Committee Report                                                          

The Audit Committee of the Company's Board of Directors has issued the      
following report with respect to the audited financial statements of the        
Company for the fiscal year ended September 30, 2011:                           

. The Audit Committee has reviewed and discussed with the Company's         
management and the independent auditor (EFP Rotenberg, LLP) the Company's       
fiscal 2011 audited financial statements;                                       

. The Audit Committee has discussed with the Company's independent auditor  
(EFP Rotenberg, LLP) the matters required to be discussed by Statement on       
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.. 1.  
AU section 380) as adopted by the Public Company accounting Board in Rule       
3200T ;                                                                         

. The Audit Committee has received the written disclosures and letter from  
the independent auditor required by applicable requirements of the Public       
Company Accounting Oversight Board regarding the auditor's communications with  
the audit committee concerning independence, and has discussed with the         
auditor their independence from the Company; and                                

Based on the review and discussions referred to in the three items above,   
the Audit Committee recommended to the Board of Directors that the audited      
financial statements be included in the Company's Annual Report on Form 10-K    
for the fiscal year ended September 30, 2011.                                   

Submitted by the Audit Committee of the Company's Board of Directors:           
Sidney K. Chong, Robert R. Andrews, Daniel P. Galbally, Frank S. Markovich      

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FEES PAID TO INDEPENDENT AUDITORS                                               

Set forth below are the aggregate fees billed for professional services     
rendered to the Company by its independent auditors for fiscal 2011.            

Audit Fees                              $42,500                                 
Financial Information Systems Design                                            
and Implementation Fees                    0                              
All Other Fees:                                                                 
Tax Services                           5,500                              
      --------
Total fees                           $48,000                              
      ========

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Other Matters                                                                   

The Company knows of no other matters to be submitted at the meeting.  If   
any other matters properly come before the meeting, it is the intention of the  
persons named in the enclosed proxy to vote the shares they represent as the    
Board of Directors may recommend.                                               

THE BOARD OF DIRECTORS                                                          

Dated: January 24, 2012                                                         

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PROXY                                                                           

This proxy is Solicited by The Board of Directors of  
Microwave Filter Company, Inc.  

Proxy for 2012 Annual Meeting of Shareholders 

The undersigned hereby appoints Robert R. Andrews and Carl F. Fahrenkrug        
proxies of the undersigned, with full power of substitution, to vote shares of  
common stock of the Company which the undersigned is entitled to vote at the    
2012 Annual Meeting of the Shareholders to be held on Wednesday, February 29,   
2012 at 10:00 a.m. and any adjournments thereof as follows:                     

(1)  ELECTION OF DIRECTORS                                                      

Instructions: To vote for all nominees, place an X in box number 1.  To     
withhold authority to vote for any individual nominee, place an X in box        
number 2, and draw a line through his/her name in the list below.               

1. [ ] For All Nominees                                         

   2. [ ] For All Nominees Except Those With A Line Through Their Name

Robert D. Essig    John J. Kennedy    Anne Tindall  

The Board of Directors recommends a vote FOR all nominees.                      

(2)  Proposal to ratify the appointment of EFP Rotenberg, LLP as the Company's  
independent auditors for the fiscal year ending September 30, 2012.             

The Board of Directors recommends a vote FOR this proposal.                     

FOR [ ]   AGAINST [ ]  ABSTAIN [ ]

In their discretion, the proxies are authorized to vote upon other matters      
properly coming before the meeting or any adjournments thereof.                 

This proxy will be voted as directed by the undersigned.  IF NO DIRECTION IS    
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL (1) and (2).                       

NOTE:  Please date and sign exactly as your name or names appear below and      
return in the enclosed postage paid envelope.                                   

When signing as an Attorney, Executor, Trustee, Guardian or Officer of a        
Corporation, please give title as such.                                         

                      _______________________        _________
                 Signature                      Date

                      _______________________        _________
                 Signature if held jointly      Date

IMPORTANT:  To assist the Company in planning the Annual Meeting please check   
the following:                                                                  

I plan to attend the Annual Meeting  _____                                      
I do not plan to attend the Annual Meeting  _____                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREC14A’ Filing		Date		First		Last			Other Filings
		11/1/12		4
		9/30/12		4		18			10-K
		2/29/12		2		18
		1/27/12		3					UPLOAD
Filed on:		1/24/12		2		17			DEF 14A
		1/13/12		2		7
		9/30/11		5		15			10-K
		12/16/09		8					10-K,  SC 13D/A
		10/1/09		14
		9/7/04		12
		10/7/92		12		13
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/27/12  SEC                               UPLOAD¶    10/17/17    1:39K  Microwave Filter Co. Inc./NY