ELECTION OF DIRECTORS

The Board to be elected at the Meeting consists of five members. Proxies will be voted in accordance with their terms and, in the absence of contrary instructions, for the election as directors of the nominees whose names appear in the following table, to serve for the ensuing year and until their successors are elected and qualified. One current Director, Lloyd Frank, who has been a member of the Board since 1985, is retiring as a director and will not be standing for re-election at the Meeting. If any of the nominees does not remain a candidate at the time of the Meeting (a situation which is not now anticipated), proxies solicited hereunder will be voted in favor of those nominees who do remain as candidates and may be voted for substituted nominees.

has been an employee of the Company since 1988. As the Company’s Chief Executive Officer, Mr. Shore brings to the Board significant senior leadership and financial, business and industry experience. As Chief Executive Officer, Mr. Shore has direct responsibility for the Company’s strategy and operations. Mr. Shore has significant executive experience with the strategic, financial, and operational requirements of the Company and extensive and intimate knowledge of the Company and its operations, personnel and financial resources.

Mr. Shore brings tremendous knowledge of the Company and the global electronics and aerospace industries to the Board. In addition, he brings his broad strategic vision for the Company to the Board. Mr. Shore’s service as the Chairman of the Board and the Chief Executive Officer of the Company creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the Company’s business. In addition, having the Chief Executive Officer, and Mr. Shore in particular, on the Board provides the Company with ethical, decisive and effective leadership.

Carl W. Smithhas been a director of the Company since July 2015. Mr. Smith has many years of manufacturing and management experience in the composite materials industry. From 2000 to 2006, Mr. Smith was associated with Reinhold Industries, Inc., a manufacturer of structural and other components for the aircraft and aerospace industries, including composite seats, where, from 2004 to 2007, he was Assistant to the Chief Executive Officer, working primarily on aircraft composite seat manufacturing and Federal Aviation Administration certification of laminate manufacturing and testing; and from 2000 to 2004, he was Chief Executive Officer of Samuel Bingham Enterprises, Inc., a subsidiary of Reinhold Industries and a manufacturer of rubber and urethane rolls to the graphic arts and industrial markets. From 1983 to 1998, he held various management and technical positions with Fiberite, Inc., the predecessor of Cytec Fiberite Inc., a subsidiary of Cytec Industries, Inc. and both manufacturers of advanced composite materials for the aerospace, commercial and recreational markets. He was President and Chief Operating Officer of Fiberite, Inc. from 1995 to 1997, when it was acquired by Cytec Industries, and he was Vice President of Operations of Cytec Fiberite, Inc. from 1997 to 1998. In 1994 and 1995, he was President of ICI Composites, Inc., the predecessor of Fiberite, Inc. and a subsidiary of Imperial Chemical Industries; and from 1983 to 1994, he held various management and technical positions with ICI and Fiberite. From 1976 to 1983, he held various technical positions with Martin Marietta Corporation, General Dynamics Convair and Composite Optics, Inc. Mr. Smith provided consulting services to the Company from 2009 to 2012, primarily for the Company’s aerospace composite materials, parts and assemblies business unit in Newton, Kansas; and in 2006 and 2007 he served as Vice President of Advanced Composite Operations of the Company. He first joined the Company in April 1998 as Vice President of Operations of the Company and Chief Operating Officer of Nelco International Corporation, a wholly-owned subsidiary of the Company, and was elected Senior Vice President of North American Operations of the Company in May 1999, a position which he held until March 2000. Mr. Smith’s twenty years of broad and extensive background and experience in the aerospace advanced composite materials industry, and in the manufacturing operations of aerospace composite materials manufacturers, enable him to provide the Board and the Company with insight into the aerospace advanced composite materials industry, in which the Company participates, and to assist the Company as it continues to make aerospace a major area of business focus in addition to electronics.

Steven T. Warshawhas been a director of the Company since 2004. Mr. Warshaw was Chairman of the Board, President and Chief Executive Officer of M Cubed Technologies, Inc., a manufacturer of ceramic materials for semiconductor equipment and armor applications, in Monroe, Connecticut from July 2002 to October 2005 and President, Hexcel Schwebel Division, Hexcel Corporation, a supplier of specialized fabrics for reinforcement of laminates used in printed circuit boards and in commercial aerospace, recreation and other industrial applications, in Anderson, South Carolina, from April 2000 to November 2001. Hexcel Schwebel was and is a supplier of raw materials to the Company. Prior to 2000, Mr. Warshaw was Senior Vice President, World Wide Sales and Marketing, of Photronics, Inc., a manufacturer of photomasks used to transfer circuit patterns onto semi-conductor wafers, in Brookfield, Connecticut, from February 1999 to April 2000 and President, Olin Microelectronic Materials, a supplier of advanced chemicals and related products, in Norwalk, Connecticut, from January 1996 to January 1999. Prior to 1996, Mr. Warshaw worked in numerous financial and management leadership positions with Olin Corporation (including Vice President, Strategic Development and Finance of Olin Chemicals Group, Vice President and General Manager of Olin Performance Urethanes,

and President of Olin CIBA-Geigy (OCG) Microelectronic Materials). After his election as a director of the Company in 2004, the Board determined that Mr. Warshaw was an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission. Mr. Warshaw has been a director of NN, Inc. from 1997 to the present. Mr. Warshaw has extensive experience with corporate management, financial and accounting matters, evaluating financial results and overseeing the financial reporting process of a publicly owned corporation. In addition, his experience with Hexcel Corporation enables him to provide the Board and the Company with insight into the electronics and aerospace industries into which the Company sells its products.

There are no family relationships among any of the nominees named above or among any of such nominees and any of the other executive officers of the Company.

The Company was not during the 20132016 fiscal year, and is not, engaged in any transaction with Dale Blanchfield, Lloyd Frank, Emily J. Groehl, Peter MaurerCarl W. Smith or Steven T. Warshaw, except Ms. Groehl provided consulting services to the Company for which the Company paid consulting fees to Ms. Groehl, as described below under “Director Independence”.

Director Independence

The Board has determined that the following current directors and/or nominees have no material relationships with the Company and are “independent” as required by and as defined in the director independence standards of the New York Stock Exchange: Dale Blanchfield, Lloyd Frank, Emily J. Groehl, Peter MaurerCarl W. Smith and Steven T. Warshaw. In addition, the Board had previously determined that former director Peter Maurer was independent under the New York Stock Exchange standards. In determining that Ms. Groehl is “independent”, the Board considered the fact that she provided consulting services to the Company during the Company’s last two fiscal years ended February 28, 2016 and March 2, 2014 for which the Company paid consulting fees to Ms. Groehl in the amounts of $14,500$1,450 and $9,875 during the 2013 and 2012 fiscal years,$2,715, respectively. Brian E. Shore does not satisfy such independence standards because he is an employee of the Company.

The Company has a Corporate Governance Committee currently consisting of Dale Blanchfield, Lloyd Frank, Emily J. GroehlCarl W. Smith and Steven T. Warshaw. Following the Meeting, it is the intention of the Board of Directors to appoint Dale Blanchfield, Emily J. Groehl and Steven T. Warshaw as members of the Corporate Governance Committee. The functions of the Corporate Governance Committee, which are to advise the Board of Directors with respect to Board composition, procedures and committees and to develop and recommend to the Board a set of corporate governance principles applicable to the Company, are set forth in a written charter of such Committee adopted by the Board.

Each member of the Compensation, Stock Option, Nominating and Corporate Governance Committees is “independent” as required by and as defined in the director independence standards of the New York Stock Exchange.

The charters of the Audit, Compensation, Stock Option, Nominating and Corporate Governance Committees are available on the Company’s web site atwww.parkelectro.com under the caption “Shareholders — Charters and Codes” as required by rules of the New York Stock Exchange. In addition, the charters of such Committees are available in print to any shareholder upon request submitted to the Corporate Secretary at the Company’s office at 48 South Service Road, Melville, New York 11747.

During the Company'sCompany’s last fiscal year, the Board met twelvefive times and authorized action by unanimous written consent on fivesix occasions, the Audit Committee met elevenseven times, the Compensation Committee met twice,authorized action by unanimous written consent on one occasion, the Stock Option Committee met twicethree times and authorized action by unanimous written consent on one occasion, the Nominating Committee met twice,authorized action by unanimous written consent on one occasion, the Corporate Governance Committee met once, and the non-management directors met in executive session without management twice. At each meeting of the

Board Leadership Structure

Chairman of the Board.Brian E. Shore has served as the Company’s Chairman of the Board and Chief Executive Officer since 2004. The Board believes that having a combined Chairman of the Board and Chief Executive Officer and independent members of the Board, with a lead independent director, provides the best board leadership structure for the Company. This structure, together with the Company’s other corporate governance practices, provides independent oversight of management while ensuring clear strategic alignment throughout the Company. Specifically, Mr. Shore proposes strategic priorities to the Board, communicates its guidance to management, and is ultimately responsible for implementing the Company’s key strategic initiatives. The Board has determined that this leadership structure is optimal for the Company because it provides the Company with strong and consistent leadership. Given the current regulatory and market environments, the Board believes that having one leader serving as both the Chairman of the Board and Chief Executive Officer provides decisive and effective leadership.

Lead Independent Director.During the Company’s last2013 fiscal year, the Board amended the Company’s Corporate Governance Guidelines to provide that the independent directors of the Board will annually elect by majority vote a Lead Independent Director, who may be removed or replaced at any time with or without cause by a majority of the independent directors, and the independent directors of the Board elected Dale Blanchfield as the Lead Independent Director.

(1) one year following the director’s ceasing to serve as a director of the Company on account of disability, (2) six months following the director’s ceasing to serve as a director of the Company on account of death, or (3) three months following the director’s ceasing to be a director for any other reason, but in no event after the date on which the option would otherwise expire; provided, however, if the director is removed as a director for cause or ceases to be a director without the Company’s consent, the option will terminate immediately.

or subsidiaries of larger publicly owned companies which do not disclose compensation information about the officers of the divisions, business units or subsidiaries of the companies that would serve as a basis for comparison. The Company’s compensation of its senior management is also intended to align management’s incentives with the long-term interests of the Company’s shareholders and to be fair and equitable to the individual and to the Company’s employees and shareholders.

The Compensation and Stock Option Committees determine specific amounts of salary increases, if any, bonuses, if any, and stock option awards, if any, based generally on the Chief Executive Officer’s and the

products, and the four other executive officers of the Company identified in the “Summary Compensation Table” elsewhere in this Proxy Statement voluntarily reduced their salaries by 10%. Such salary reductions, other than the Chief Executive Officer’s salary reduction, were discontinued effective January 5, 2015, and such salaries were restored effective as of that date to the amounts that existed immediately prior to such reductions; and as a result of the restoration, effective January 5, 2015, of the salaries and full work weeks of the Company’s Nelco Products, Inc. and Neltec, Inc. employees, the Chief Executive Officer discontinued his salary reduction, effective March 2, 2015.

Discretionary AnnualBonuses.  Decisions as to the award of annual cash bonuses to executive officers with respect to each fiscal year are made after the close of the fiscal year. The amount awarded to each executive officer is based on the Company’s overall performance, individual performance, base salary level, bonuses paid in prior years and overall equity and fairness, except the Chief Executive Officer, who has declined to accept the Compensation Committee’s offer of a bonus each year since the Company’s 2001 fiscal year, except for bonuses for the 2008 through 20122014 fiscal years, which he donated in their entirety to charity.

The amounts of bonuses are based on the Chief Executive Officer’s subjective assessments of the individual’s overall performance and the other factors described elsewhere in this “Compensation Discussion and Analysis” and his recommendations to the Compensation Committee, which the Committee then reviews with the Chief Executive Officer.

Severance Benefits.Benefits.  The Company does not provide employment termination or severance agreements or change-of-controlchange-in-control agreements for its employees and does not have a policy to provide specified severance benefits to employees whose employment is terminated by the Company.

Pension Benefits.Benefits.  The Board decides annually the amount of the Company’s contribution to the Profit Sharing Plan, which is described elsewhere in this Proxy Statement under the caption “Executive Compensation — Summary Compensation Table”. The amount of such contribution is discretionary, but may not exceed 25% of the total remuneration paid to eligible employees or such other amount as is allowed under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to this limit, the Board determines the amount to be contributed for each year based on the Company’s overall performance, the amounts contributed in prior years, the amounts of prior contributions recently forfeited by eligible employees due to termination of employment prior to vesting and recommendations from the Company’s Chief Executive Officer. The Board determined that no profit sharing contributions would be made for the executive officers or other employees of the Company for the 2015 fiscal year, although contributions were made for the employees of certain business units of the Company for the 2015 fiscal year.

When the Company calculates overall compensation for its senior management, it considers the benefits expected to be received under the Profit Sharing Plan.

Perquisites and Other Benefits.Benefits.  The only perquisites for senior managers are the provision of automobiles leased or owned by the Company to certain executive officers and other members of management.

in detail in this “Compensation Discussion and Analysis”, continue to be designed to focus on pay for performance and to align the long-term interests of the Company’s executive officers with the long-term interests of the Company’s shareholders. The Company will include a shareholder vote on executive compensation in its proxy materials each year until the next required vote on the frequency of shareholder votes on executive compensation or until the Company’s Board of Directors otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

Substantially all full-time employees of the Company and its subsidiaries in the United States, including the Company’s executive officers, participate in the profit sharing portion of the Profit Sharing Plan, which is intended to provide retirement benefits to such employees and which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The amounts of profit sharing contributions, if any, by the Company and its subsidiaries to the accounts of participating employees are

The following table provides information with respect to options to purchase shares of Common Stock granted pursuant to the 2002 Stock Option Plan to the named executive officers during or for the Company’s last fiscal year. The table provides no information regarding non-equity incentive plan awards or equity incentive plan awards or stock awards because the Company does not have any non-equity or equity incentive plan and does not award stock to any of its executive officers or to any of its other employees.

Name		Grant Date (a)				All Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh) (b)				Grant Date Closing Market Price (b)				Grant Date Fair Value of Option Awards (c)				Grant Date (a)				All Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh) (b)				Grant Date Closing Market Price (b)				Grant Date Fair Value of Option Awards (c)
Brian E. Shore			October 24, 2012				35,000			$	24.25			$	24.01			$	284.900				January 12, 2016				35,000			$	14.48			$	14.35			$	124,600
David R. Dahlquist			—				—				—				—				—
P. Matthew Farabaugh			September 4, 2012				10,000				25.98				26.03				87,400				January 12, 2016				10,000				14.48				14.35				35,600
Christopher T. Mastrogiacomo																							January 12, 2016				27,500				14.48				14.35				97,900
Stephen E. Gilhuley			September 4, 2012				8,000				25.98				26.03				69,920				January 12, 2016				10,000				14.48				14.35				35,600
Christopher T. Mastrogiacomo			September 4, 2012				12,500				25.98				26.03				109,250
Stephen M. Banker			—				—				—				—				—
Constantine Petropoulos																							January 12, 2016				12,000				14.48				14.35				42,720

Outstanding Equity Awards at 20132016 Fiscal Year-End

		Option Awards																				Option Awards
Name		Option Grant Date				Number of Securities Underlying Unexercised Options (#) Exercisable (a)				Number of Securities Underlying Unexercised Options (#) Unexercisable (a)				Option Exercise Price ($)				Option Expiration Date (b)				Option Grant Date				Number of Securities Underlying Unexercised Options (#) Exercisable (a)				Number of Securities Underlying Unexercised Options (#) Unexercisable (a)				Option Exercise Price ($)				Option Expiration Date (b)
Brian E. Shore			7/08/04				20,000				0			$	23.00				7/08/14				8/03/06				35,000				0			$	21.35				8/03/16
			8/24/05				35,000				0				24.56				8/24/15				8/15/07				35,000				0				26.28				8/15/17
			8/03/06				35,000				0				25.35				8/03/16				8/26/08				35,000				0				23.10				8/26/18
			8/15/07				35,000				0				30.28				8/15/17				10/14/09				35,000				0				20.94				10/14/19
			8/26/08				35,000				0				27.10				8/26/18				10/05/11				35,000				0				18.19				10/05/21
			10/14/09				26,250				8,750				24.94				10/14/19				10/24/12				26,250				8,750				20.25				10/24/22
			10/05/11				8,750				26,250				22.19				10/05/21				2/26/14				17,500				17,500				25.88				2/26/24
			10/24/12				0				35,000				24.25				10/24/22				3/02/15				7,500				22,500				21.71				3/02/25
David R. Dahlquist			—				0				0				—				—
																							1/12/16				0				35,000				14.48				1/12/26
P. Matthew Farabaugh			11/15/07				4,000				0				30.64				11/15/17				11/15/07				4,000				0				26.64				11/15/17
																							8/26/08				2,500				0				23.10				8/26/18
																							10/14/09				3,000				0				20.94				10/14/19
																							10/05/11				5,000				0				18.19				10/05/21
																							9/04/12				7,500				2,500				21.98				9/04/22
																							2/26/14				4,000				4,000				25.88				2/26/24
																							3/02/15				2,250				6,750				21.71				3/02/25
																							1/12/16				0				10,000				14.48				1/12/26
Christopher T. Mastrogiacomo																							1/11/11				20,000				0				27.10				1/11/21
																							10/05/11				15,000				0				18.19				10/05/21
			8/26/08				2,500				0				27.10				8/26/18				9/04/12				9,375				3,125				21.98				9/04/22
			10/14/09				2,250				750				24.94				10/14/19				2/26/14				7,500				7,500				25.88				2/26/24
			10/05/11				1,250				3,750				22.19				10/05/21				3/02/15				5,000				15,000				21.71				3/02/25
			9/04/12				0				10,000				25.98				9/04/22				1/12/16				0				27,500				14.48				1/12/26
Stephen E. Gilhuley			7/24/03				7,500				0				19.95				7/24/13				8/03/06				14,000								21.35				8/03/16
			7/08/04				7,500				0				23.00				7/08/14				8/15/07				14,000				0				26.28				8/15/17
			8/24/05				12,500				0				24.56				8/24/15				8/26/08				10,000				0				23.10				8/26/18
			8/03/06				14,000				0				25.35				8/03/16				10/14/09				8,000				0				20.94				10/14/19
			8/15/07				14,000				0				30.28				8/15/17				10/05/11				3,000				0				18.19				10/05/21
			8/26/08				10,000				0				27.10				8/26/18				9/04/12				6,000				2,000				21.98				9/04/22
			10/14/09				6,000				2,000				24.94				10/14/19				2/26/14				5,500				5,500				25.88				2/26/24
			10/05/11				750				2,250				22.19				10/05/21				3/02/15				2,250				6,750				21.71				3/02/25
			9/04/12				0				8,000				25.98				9/04/22				1/12/16				0				10,000				14.48				1/12/26
Christopher T. Mastrogiacomo			1/11/11				10,000				10,000				31.10				1/11/21
Constantine Petropoulos																							10/15/14				2,500				7,500				21.16				10/15/24
			10/05/11				3,750				11,250				22.19				10/05/21				1/12/16				0				12,000				14.48				1/12/26
			9/04/12				0				12,500				25.98				9/04/22
Stephen M. Banker			1/11/12				3,750				11,250				26.64				1/11/22

		Option Awards
Name		Number of Shares Acquired On Exercise (#)				Value Realized On Exercise ($)(a)
Brian E. Shore			20,000				$157,200
David R. Dahlquist			4,750				6,810
P. Matthew Farabaugh			-0-				-0-
Stephen E. Gilhuley			-0-				-0-
Christopher T. Mastrogiacomo			-0-				-0-
Stephen M. Banker			-0-				-0-

Equity Compensation Plan Information

The following table provides information as of the end of the Company'sCompany’s most recent fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))				Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
		(A)				(B)				(C)				(A)				(B)				(C)
Equity compensation plans approved by security holders (a)			977,783				$25.54				621,813				1,226,392			$	21.19				234,638
Equity compensation plans not approved By security holders (a)			-0-				-0-				-0-
Equity compensation plans not approved by security holders (a)															-0-				-0-				-0-
Total			977,783				$25.54				621,813				1,226,392			$	21.19				234,638

Company’s Related Person Transactions Policy is available on the Company’s web site atwww.parkelectro.com under the caption “Shareholders — Charters and Codes”.

During the last fiscal year, Brian E. Shore, the Company’s President and Chief Executive Officer, from time to time used an aircraft owned by him to conduct business on behalf of the Company. The Company paid Mr. Shore an aggregate of $135,300$140,100 as reimbursement for a portion of the costs associated with the use of this aircraft for Company business. The Board believes that the amounts paid by the Company to Mr. Shore as reimbursement for use of this aircraft for Company business were substantially less than the amounts that the Company would have paid for the use of a similar aircraft owned by an independent third-party. The Board also believes that such amounts reimbursed to Mr. Shore were substantially less than the variable and fixed costs incurred by Mr. Shore and attributable to such use of this aircraft and substantially less than the costs associated with the type of aircraft owned by Mr. Shore provided by an independent aircraft expert and that the use of Mr. Shore’s aircraft for Company business inured to the benefit of the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included elsewhere in this Proxy Statement with management of the Company; and based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

		Compensation Committee    Dale Blanchfield, Chairman Lloyd FrankCarl W. Smith Steven T. Warshaw

Compensation Committee Interlocks and Insider Participation

Brian E. Shore, a director of the Company who is also President and Chief Executive Officer of the Company, participated in deliberations of the Board relating to the amount of the Company'sCompany’s contribution to the Profit Sharing Plan for the Company's 2012Company’s 2015 fiscal year.

ADVISORY (NON-BINDING) RESOLUTION RELATING TO 20132016 FISCAL YEAR
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law by President Obama on July 21, 2010, requires public companies to provide their shareholders with a non-binding vote to approve executive compensation at least once every three years. The Company is providing this shareholder advisory vote on its executive compensation in accordance with Section 14A of the Exchange Act and new Exchange Act Rule 14a-21(a), which the Securities and Exchange Commission (the “SEC”) adopted on January 25, 2011 in order to implement the Dodd-Frank Act’s requirement.

As described in the “Compensation Discussion and Analysis” elsewhere in this Proxy Statement, the Compensation and Stock Option Committees have developed an executive compensation program designed to pay for performance and to align the long-term interests of the Company’s named executive officers with the long-term interests of the Company’s shareholders. The Company’s disclosure in the Compensation Discussion and Analysis and the disclosure included elsewhere in this Proxy Statement under the caption “Executive Compensation” have been provided in response to the requirements of Item 402 of Regulation S-K of the SEC and explain the compensation policies under which the Company paid its named executive officers for the 20132016 fiscal year.

Under the Dodd-Frank Act and the related SEC rules, the Company’s shareholders’ vote on this resolution is an advisory or “non-binding” vote. This means that the purpose of the vote is to provide shareholders with a method to give their opinion to the Board about the Company’s executive compensation. The Board is not required by law to take any action in response to the shareholder vote. As an advisory vote, the outcome of this vote is not binding on the Company or on the Board. However, the Board and the Compensation and Stock Option Committees will consider the voting outcome in connection with their ongoing evaluation of the Company’s compensation programs and arrangements.

The Board recommends that shareholders approve the following resolution:

RESOLVED, that the shareholders approve the 20132016 fiscal year compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures).

Vote Required

Approval of the 20132016 fiscal year compensation of the Company’s named executive officers, on an advisory basis, requires the affirmative vote of the holders of a majority of the shares casting votes in person or by proxy on this proposal at the Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board recommends that shareholders vote “FOR” approval of the 20132016 fiscal year compensation of named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission.Proxies will be voted in accordance with their terms and, in the absence of contrary instructions, for the approval, on an advisory basis, of the Company’s 20132016 fiscal year executive compensation.

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed Grant ThorntonCohnReznick LLP as the Company’s independent registered public accounting firm for the current fiscal year, which ends March 2, 2014,February 26, 2017, to audit the consolidated financial statements of the Company and its subsidiaries for the 20142017 fiscal year and the Company’s internal control over financial reporting; and the Board is requesting ratification of such appointment by the shareholders at the Meeting. Grant Thornton LLP was the Company’s independent registered public accounting firm for the last fiscal year and has been the Company’s independent registered public accounting firm since March 1, 2004. If this appointment is not ratified by the holders of a majority of the shares voting in person or by proxy at the Meeting, the Audit Committee will consider appointing another independent registered public accounting firm. The Audit Committee may terminate the appointment of Grant ThorntonCohnReznick LLP as the Company’s independent registered public accounting firm without the approval or ratification of the Company’s shareholders whenever the Audit Committee considers such termination to be appropriate. A representative of Grant ThorntonCohnReznick LLP is expected to be present at the Meeting and will have an opportunity to make a statement if such representative so desires and will be available to respond to appropriate questions.

Vote Required

Ratification of CohnReznick LLP as the Company’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares casting votes in person or by proxy on this proposal at the Meeting. Abstentions will have no effect on the outcome of the vote.

The Board recommends that shareholders vote “FOR” the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm.Proxies will be voted in accordance with their terms and, in the absence of contrary instructions, for the ratification of such appointment.

Change in Independent Registered Public Accounting Firm

On May 16, 2014 the Audit Committee of the Board of Directors of the Company authorized the immediate dismissal of Grant Thornton LLP as the Company’s independent registered public accounting firm. Grant Thornton had served as the Company’s independent registered public accounting firm since August 5, 2004 for the fiscal year commencing March 1, 2004. On June 11, 2014, the Audit Committee engaged CohnReznick LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements and internal control over financial reporting.

The reports of Grant Thornton on the Company’s financial statements for the years ended March 3, 2013 and March 2, 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended March 3, 2013 and March 2, 2014, and during the subsequent period preceding the date of the Audit Committee’s determination to dismiss Grant Thornton, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, except as follows:

(i) in connection with Grant Thornton’s audit of the Company’s financial statements for the fiscal year ended March 2, 2014 (the “2014 Audit”), the Company had a disagreement with Grant Thornton regarding the accounting for a non-cash charge for the accrual of U.S. income taxes on the undistributed earnings of the Company’s subsidiary in Singapore, which was resolved to Grant Thornton’s satisfaction; and

(ii) in connection with the 2014 Audit, the Company had a disagreement with Grant Thornton regarding Grant Thornton’s finding or assertion of a material weakness in the Company’s internal control over financial reporting, which was resolved to Grant Thornton’s satisfaction.

Grant Thornton reviewed the subject matter of the aforementioned disagreements with the Audit Committee, and the Company authorized Grant Thornton to respond fully to the inquiries of CohnReznick LLP concerning the subject matter of such disagreements.

Except as described in paragraph (ii) above, during the Company’s fiscal years ended March 3, 2013 and March 2, 2014, and the subsequent period preceding the date of the Audit Committee’s determination to dismiss Grant Thornton, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.

Grant Thornton has furnished the Company with a letter addressed to the Securities and Exchange Commission stating that it agrees with the above statements. The letter has been filed as an Exhibit to the Company’s Form 8-K Current Report, dated May 16, 2014, filed with the Securities and Exchange Commission on May 22, 2014.

A representative of Grant Thornton is not expected to be present at the Meeting.

Independent Registered Public Accounting Firm Fees

The following table shows the fees paid or accrued for audit, audit-related, tax and all other services rendered by Grant ThorntonCohnReznick LLP for the last two fiscal years ended February 28, 2016 and March 3, 2013 and February 26, 2012:1, 2015 respectively:

		2013				2012				2016				2015
Audit Fees (a)		$	766,940			$	754,842			$	456,500			$	429,000
Audit-Related Fees(b)			0				0				14,000				14,000
Tax Fees			0				0				0				0
All Other Fees(b)			0				0				0				0
		$	766,940			$	754,842			$	470,500			$	443,000

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company'sCompany’s officers and directors, and persons who own more than 10 percent of a registered class of the Company'sCompany’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than 10 percent shareholders are required by regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, or written representations that no Form 5 reports were required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with during the 20132016 fiscal year, except that Mr. ShoreRobert J. Yaniro, former Vice President and Corporate Controller of the Company, inadvertently did not file his Form 4 Statement of Changes in Beneficial Ownership of Securities in a timely manner reporting his acquisition of a stock option from the Company on October 24, 2012, and John Jongebloed, Vice President-Aerospace of the Company, inadvertently did not file his Form 3 InitialJanuary 12, 2016. Such Statement of Beneficial Ownership of Securities in a timely manner after his appointment as Vice President-Aerospace of the Company in April 2013. Such Statements werewas filed on February 8, 2013March 14, 2016 by Mr. Shore and on May 21, 2013 by Mr. Jongebloed.Yaniro.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 20142017 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by the Company at the Company'sCompany’s principal executive offices for inclusion in the Proxy Statement and form of Proxy relating to that meeting by February 21, 2014.16, 2017. In order for shareholder proposals made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Company at the Company'sCompany’s principal executive offices by April 24, 2014.20, 2017. The Company'sCompany’s By-Laws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted, in accordance with the requirements of the By-Laws, not later than April 24, 201420, 2017 and not earlier than March 25, 2014.21, 2017.

OTHER MATTERS

Audit Committee Report

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries. The Board of Directors has determined that all members of the Audit Committee are “independent”, as required by the current rules of the New York Stock Exchange. The Committee functions pursuant to a Charter that has been adopted by the Board, as required by rules of the New York Stock Exchange.

Management of the Company is responsible for the preparation, presentation and integrity of the Company'sCompany’s financial statements, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to provide reasonable assurance of compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out an audit in accordance with generally accepted auditingthe standards of the Public Company Accounting Oversight Board and expressing an opinion as to the conformity of the financial statements with generally accepted accounting principles.principles and as to the Company’s internal control over financial reporting.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended March 3, 2013February 28, 2016 with management and with Grant ThorntonCohnReznick LLP, the Company'sCompany’s independent registered public accounting firm for the 20132016 fiscal year. The Audit Committee has also receiveddiscussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. This discussion included, among other things, the quality of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in the Company financial statements, including the disclosures relating to critical accounting policies and practices used by the Company. The Audit Committee has reviewed permitted services under the rules of the Securities and Exchange Commission as currently in effect and discussed with CohnReznick LLP their independence from management and the Company, including the matters in the written disclosures and the letter from the independent registered public accounting firm a letter pursuant to Statement on Auditing Standards No. 61,Codification of Statements on Auditing Standards, AU 380, as currently in effect, and has discussed the matters referred to in such letter with such firm. The Audit Committee has also received the written communication regarding independence from Grant Thornton LLP required under the rules ofby the Public Company Accounting

Oversight Board in Rule 3526,Communication with Audit Committees Concerning Independence, and has discussed with Grant Thornton LLP its independence from the Company. The Audit Committee has considered whether the provision of non-audit services by the

The shareholder recommendation and information described above must be sent to the Corporate Secretary at the Company'sCompany’s office at 48 South Service Road, Melville, New York 11747 and must be received by the Corporate Secretary not less than 120 days prior to the anniversary date of the Company'sCompany’s most recent annual meeting of shareholders.

The Nominating Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board'sBoard’s oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Nominating Committee considers a candidate'scandidate’s experiences, skills, expertise, diversity, character, business judgment, dedication, time availability in light of other commitments, potential conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board. While the Nominating Committee does not have a diversity policy, it considers diversity of knowledge, skills, professional experience, education and background in industries relevant to the Company as factors as it evaluates director candidates.

The Nominating Committee identifies potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board — for example, retirement as a CEO or CFO of a public company. As described above, the Nominating Committee will also consider candidates recommended by shareholders.

When a person has been identified by the Nominating Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating Committee requests information from the candidate, reviews the candidate'scandidate’s accomplishments and qualifications, including in light of any other candidates whom the Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Nominating Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating Committee'sCommittee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, the Committee may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

Communications with Directors

The Board has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board, including the non-management directors as a group, by mail. To communicate with the Board of Directors, any individual director or the non-management directors, correspondence should be addressed to the Board of Directors or any such individual director or the non-management directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary” at the Company'sCompany’s office at 48 South Service Road, Melville, New York 11747.

All communications received as set forth in the preceding paragraph will be opened by the office of the Company'sCompany’s Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors of the Company. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or the non-management directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group to which the communication is addressed.

guidelines cover such matters as personnel guidelines, transactions with suppliers, conflicts of interest and business ethics, transactions with relatives and friends, cash control and consolidations, capital expenditures, disposal of property, plant, equipment and inventory, insurance programs, legal matters and contracts, credit and collections, unusual business transactions and special charges and transfer charges, inventory levels, weekly and monthly financial reports and annual business plans, employee safety and environmental matters.

The Board has adopted a Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Controller and, as required by rules of the New York Stock Exchange, a Code of Business Conduct and Ethics for the Company’s directors, officers and employees. Substantially all of the matters required to be addressed in the Code of Ethics and Code of Business Conduct and Ethics have been addressed in the corporate rules and guidelines which the Company has maintained since 1967, although the Code of Business Conduct and Ethics applies to all directors, officers and employees of the Company and its subsidiaries.

The Company’s Code of Ethics and the Company’s Code of Business Conduct and Ethics are available on the Company’s web site atwww.parkelectro.com under the caption “Shareholders — Charters and Codes” as required by rules of the New York Stock Exchange and the Securities and Exchange Commission. In addition, copies of the Company’s Code of Ethics and Code of Business Conduct and Ethics are available in print to any shareholder upon request submitted to the Corporate Secretary at the Company’s office at 48 South Service Road, Melville, New York 11747. The Company intends to satisfy any disclosure requirements regarding an amendment to, or waiver from, the Code of Ethics by posting such information on the Company'sCompany’s web site at the above internet address.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on the Company’s web site atwww.parkelectro.com under the caption “Shareholders — Charters and Codes” as required by rules of the New York Stock Exchange and are available in print to any shareholder upon request submitted to the Corporate Secretary at the Company’s office at 48 South Service Road, Melville, New York 11747.

Other Matters to be Presented to the Meeting

The Board does not know of any other matters to be brought before the Meeting. If any other matters not mentioned in this Proxy Statement are properly brought before the Meeting, including matters incident to the conduct of the Meeting or relating to any adjournment of the meeting, the persons named in the enclosed proxy intend to vote such proxy in accordance with their best judgment on any other matters properly presented at the Meeting.

Annual Report

The Annual Report, including financial statements, of the Company for the fiscal year ended March 3, 2013February 28, 2016 is enclosed herewith but is not a part of the proxy soliciting material.

		By Order of the Board of Directors,
		Stephen E. Gilhuley
		Executive Vice President — Administration and Secretary

Dated: June 21, 201316, 2016

The undersigned hereby constitutes and appoints P. MATTHEW FARABAUGH and STEPHEN E. GILHULEY, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Shareholders of PARK ELECTROCHEMICAL CORP. (the "Company") to be held at the offices of the Company, 48 South Service Road, Melville, New York on July 23, 2013 at 11:00 A.M., New York time, and any adjournments or postponements thereof, to vote all the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present upon the following matters: