UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF

1934 (AMENDMENT NO.    )

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 Rule14a-6 (e) (2)).

[    ] Definitive proxy statement

[    ] Definitive additional materials

[    ] Soliciting material pursuant to Rule14a-12

SPARTON CORPORATION

(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 Rules14a-6(i) (1) and0-11.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of Sparton Corporation will be held at 425 North Martingale Road, Schaumburg, Illinois 60173-2213, at the 425 Executive Conference Center on Wednesday, October 27, 2010,22, 2014, at 10:00 a.m., local time, for the following purposes:

Only holders of common stock of record at the close of business on September 21, 201012, 2014 are entitled to notice of and to vote at the meeting.

By Order of the Board of Directors
/s/ Joseph S. LerczakCary B. Wood		Scan this QR code to view digital versions of our Proxy Statement and 2014 Annual Report
CARY B. WOOD
JOSEPH S. LERCZAK President and Chief Executive Officer
Secretary

Schaumburg, Illinois

September[    ], 2010 25, 2014

IMPORTANT

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, OR USE OUR TELEPHONE OR INTERNET VOTING SYSTEM AS PROMPTLY AS POSSIBLE. THIS WILL ASSURE YOUR REPRESENTATION AND A QUORUM FOR THE TRANSACTION OF BUSINESS AT THE MEETING. IF YOU ATTEND THE MEETING IN PERSON, THE PROXY WILL NOT BE USED IF YOU SO REQUEST BY REVOKING IT AS DESCRIBED IN THE PROXY STATEMENT.

You may obtain directions to the annual meetingAnnual Meeting by sending a written request to the Company,Sparton Corporation, Attention: Corporate Secretary, 425 N. Martingale Road, Suite 2050, Schaumburg, Illinois 60173-2213.

Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Shareholders to Be Held on October 27, 2010.22, 2014. This Notice of Annual Meeting of Shareholders, Proxy Statement and our 20102014 Annual Report are available atwww.sparton.com. www.sparton.com.

Sparton Corporation

2014 Proxy Statement Summary

The following is summary of certain information provided in the body of this Proxy Statement. This Summary does not contain all of the information contained in this Proxy Statement, and shareholders should review the entire Proxy Statement before voting on any matter proposed hereunder.

2014 Annual Meeting of Shareholders

Independent Registered Public Accountant

Sparton Corporation is asking the shareholders to ratify the appointment of BDO USA, LLP for fiscal year 2015. The following table summarizes the fees that BDO USA, LLP billed Sparton Corporation for the fiscal years ended June 30, 2014 and 2013:

Executive Compensation

Sparton Corporation believes that its compensation policies and practices are effective in achieving its goals of attracting, motivating, retaining and rewarding its senior management team in order to achieve Sparton Corporation’s corporate objectives and increase value for its shareholders. Please see “Executive Officer and Director Compensation” below at page 21 for details regarding compensation for fiscal year 2014.

2015 Annual Shareholders Meeting

Deadline for shareholder proposals to be included in the 2015 Proxy Statement: May 13, 2015.

Deadline for shareholder proposals: June 24, 2015.

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TABLE OF CONTENTS

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SPARTON CORPORATION

425 N. Martingale Road

Suite 2050

Schaumburg, Illinois 60173-2213

PROXY STATEMENT

For the Annual Meeting of Shareholders to be held on October 27, 201022, 2014

SOLICITATION

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of SPARTON CORPORATION, an Ohio corporation (the “Company”), of proxies for use at the 20102014 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at 425 North Martingale Road, Schaumburg, Illinois 60173-2213, at the 425 Executive Conference Center on Wednesday, October 27, 2010,22, 2014, at 10:00 a.m., Local Time, and at any and all adjournments thereof. The cost of solicitation will be paid by the Company. The Company has not retained Morrow & Company, Inc.a proxy solicitor to assist inwith the solicitation of proxies at an estimated cost of[$], plus expenses. In addition, officersbut retains the right to do so. Officers and employees of the Company and its subsidiaries may solicit proxies personally, by telephone, facsimile or other means, without additional compensation. This Proxy Statement and the form of proxy card are expected to be mailed to shareholders on or about September 23, 2010.25, 2014.

At the meeting, the Company’s shareholders will act upon fivefour proposals. The first proposal is the election of threesix directors, each to serve for a three-yearone-year term until the annual meeting held in the year 2013 or until2015 and the election and qualification of their successors are qualified and elected.successors. The second proposal is the ratification of the appointment of independent auditors.registered public accountants by an advisory vote. The third proposal is the approval and adoption of the Second Amended Articles of Incorporation. The fourth proposal is the approval and adoption of the Amended and Restated Code of Regulations. The fifth proposal is the approval of the compensation of the Named Executive Officers (defined below) by a non-bindingan advisory vote. The fourth proposal is the approval of an amendment to the Company’s Amended and Restated Code of Regulations, as amended to date (“Code of Regulations”) to provide that the state and federal courts located within the State of Ohio will be the exclusive jurisdiction for certain legal actions. The proposals are described in more detail in this Proxy Statement.

OUTSTANDING STOCK AND VOTING RIGHTS

In accordance with the Code of Regulations of the Company, the Board of Directors has fixed the close of business on September 21, 201012, 2014 as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record on that date will be entitled to vote. As of the record date for the Annual Meeting, the Company had outstanding[10,200,534] 10,129,031 shares of common stock, each entitled to vote at the Annual Meeting. Votes cast at the meeting and votes submitted by proxy are counted by the inspectors of the election, who are appointed by the Company.

Voting by Proxy

If a shareholder is a corporation or partnership, the accompanying proxy card should be signed in the full corporate or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, the signer’s full title should be given and a certificate or other evidence of appointment should be furnished.

You can vote in one of fourthree ways. You can vote by mail, you can authorize the voting of your shares over the Internet you can authorize the voting of your shares by telephone or you can vote in person at the Annual Meeting. Your proxy may be solicited up to the date and time of the meeting.

Voting by Mail

If you choose to vote by mail, you may vote by completing and signing the proxy card that accompanies this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The shares you own will be voted according to the instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a

particular matter described in this Proxy Statement, the shares you own will be voted in accordance with the recommendations of the Company’s Board of Directors. If you choose to vote by mail, your duly signed proxy card must be received by 11:59 p.m., Central DaylightStandard Time, on October 26, 2010.21, 2014.

Voting by Internet

If you choose to vote over the Internet, or by telephone, instructions for a shareholder of record to vote by telephone or the Internet are set forth on the enclosed proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number that appears on the proxy card. These procedures which comply with Ohio law, allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you vote over the Internet, or by telephone, you do not have to mail in your proxy card, but your vote must be received by 11:59 p.m. Central DaylightStandard Time on October 25, 2010.21, 2014.

Morrow & Company, Inc. may solicit your proxy up to the date and time of the meeting.Voting 401(k) Plan Shares

If you participate in the Company’s 401(k) retirement savings plan (the “401(k) Plan”) and hold shares in your plan account, you may give voting instructions as to the number of shares credited to your account as of the record date. You may provide voting instructions (or a change or revocation in voting instructions) to the plan trustee, SunTrust Banks, Inc. (“SunTrust”), through any of the voting methods described above, except that you may not vote your plan shares in person at the Annual Meeting. Only the trustee of the 401(k) Plan, SunTrust, may vote your plan shares. Your voting instructions (or change or revocation in voting instructions) must be received before 11:59 p.m. Central DaylightStandard Time on October 25, 2010.21, 2014.

Shares Held in Street Name

If you are not the record holder of the shares you own because they are held in “street name” by a bank or brokerage firm, your bank or brokerage firm is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on your vote instruction form. Under the rules of The New York Stock Exchange (“NYSE”), if you do not give instructions to your brokerage firm, it may still be able to vote your shares with respect to certain “discretionary” items that are deemed by the NYSE to be routine (e.g., the ratification of the appointment of independent auditors)registered public accountants), but it will not be allowed to vote your shares with respect to certain “non-discretionary” items. Effective January 1, 2010, the election of directors is no longer considered to be a routine matter, and your broker will not have discretionary authority with respect to election of directors. If you do not provide voting instructions to your broker with respect to non-discretionary items such as election of directors, amendment to the Company’s Code of Regulations, and the advisory vote on the compensation of Named Executive Officers, your shares will not be voted for any such proposal. In such case, the shares will be treated as “broker non-votes.”

Revocation and How Shares are Voted if No Instructions are Provided

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing a written notice of revocation with the Chairman or Secretary of the Company, at or before the Annual Meeting, (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Chairman or Secretary of the Company either signed and returned by mail or transmitted using the telephone or Internet procedures at or before the Annual Meeting subject to deadlines set forth above or

(iii) attending the Annual Meeting and voting in person with adequate notification (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Unless revoked, the shares represented by the enclosed proxy will be voted at the meeting in accordance with any specification made thereon, if the proxy is returned properly executed and delivered in time for voting in accordance with the deadlines set forth above.

Unless otherwise specified, the proxy will be voted “FOR” the election of the threesix director nominees, “FOR” the ratification of the appointment of independent auditors,registered public accountants, “FOR” the approval and adoption of the compensation of the Named Executive Officers and “FOR” approval of the amendment to the Company’s Code of Regulations.

Quorum and Vote Required

At all meetings of shareholders, including the Annual Meeting, the holders of record of a majority of the outstanding voting shares of the Company, present in person or by proxy, constitutes a quorum for the transaction of business.

In accordance with the Company’s Second Amended Articles of Incorporation, and with respect to Proposal 1, a director nominee must receive, in an uncontested election of directors, a greater number of votes cast “FOR” his or her election than “AGAINST” his or her election. Under our governing documents and Ohio law, an incumbent director who is not re-elected will continue in office as a “holdover” director until his or her successor is elected by a subsequent shareholder vote, or his or her earlier resignation, removal from office or death. In order to address “holdover” terms for any incumbent directors who fail to be re-elected under our majority vote standard, our Corporate Governance Guidelines provide that if a director nominee does not receive a majority affirmative vote, he or she will promptly offer his or her resignation as a director to the Board of Directors. Within ninety (90) days, the Board of Directors will decide, after taking into account the recommendation of the Nominating and Corporate Governance Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Nominating and Corporate Governance Committee and the Board of Directors may consider any relevant factors in deciding whether to accept a director’s resignation. The Board of Directors explanation of its decision shall be promptly disclosed in a filing with the Securities and Exchange Commission (“SEC”).

With respect to Proposal 2, the ratification of the appointment of the independent registered public accountant requires the affirmative vote of a majority of the shares entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

With respect to Proposal 3, the approval and adoption of the Amendedcompensation of the Named Executive Officers requires the affirmative vote of a majority of the shares entitled to vote thereon and Restatedpresent in person or represented by proxy at the Annual Meeting.

With respect to Proposal 4, the approval of the amendment to the Company’s Code of Regulations.Regulations requires the affirmative vote of a majority of the shares entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

Broker non-votes and abstentions are not counted for purposes of any of the proposals, other than Proposal 4, for which abstentions are counted and have the effect of a negative vote against the Proposal. Proposals 2 and 3 are advisory in nature and not binding, although the Board will carefully consider the shareholder votes.

Other Matters

Management does not intend to present, and does not know of anyone who intends to present, any matters at the meeting to be acted upon by the shareholders not referred to in the Notice and this Proxy Statement. If any other matters should properly come before the meeting, it is the intention of the persons named in the proxy to vote in accordance with their judgment on such matters.

CORPORATE GOVERNANCE AND BOARD MATTERS

Independent DirectorsDirector Independence

Independence criteria and determination

The listing requirements under Section 303A.01 of the NYSE Listed Company Manual (the “Manual”) provide that a majority of the members of a listed company’s board of directors must be independent. The question of independence is determined with respect to every director pursuant to standards set forth in the Manual. The Manual also requires that certain committees be composed entirely of independent directors. The committees covered by this requirement are the Audit, Compensation, and Nominating and Corporate Governance Committees. Based upon the standards set forth in the Manual, as of the date of this Proxy Statement, eightsix of the Board’s nineseven members, being more than a majority of the Board, are independent. All current members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent in that those directors do not have a material relationship with the Company directly or as a partner, shareholder or affiliate of an entity that has a relationship with the Company.

In making such determinations, the Board considered (i) whether a director had, within the last three years, any of the relationships under Section 303A.02(b) of the Manual with the Company that would disqualify a director from being considered independent, (ii) whether the director had any disclosable transaction or relationship with the Company under Item 404 of Regulation S-K of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), which relates to transactions and relationships between directors and their affiliates, on the one hand, and the Company and its affiliates (including management), on the other, and (iii) the factors suggested in the NYSE’s Commentary to Section 303A.02, such as commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationships, among other relationships, or other interactions with management that do not meet the absolute thresholds under Section 303A.02 or Item 404(a) but which, nonetheless, could reflect upon a director’s independence from management. In considering the materiality of any transactions or relationships that do not require disqualification under Section 303A.02(b), the Board considered the materiality of the transaction or relationship to the director, the director’s business organization and the Company and whether the relationship between (i) the director’s business organization and the Company, (ii) the director and the Company and (iii) the director and his or her business organization interfered with the relevant director’s business judgment.

Based on the foregoing, the Company has determined that the following directors are independent:

James D. Fast, – Chairman, Compensation Committee

Joseph J. Hartnett, – Chairman, Audit Committee

Charles R. Kummeth, David P. Molfenter, – Chairman of the Board and Chairman, Executive Committee

William I. Noecker

Douglas R. Schrank, – Chairman, Nominating and Corporate Governance Committee

W. Peter Slusser

James R. SwartwoutSwartwout. Mr. Schrank will not stand for re-election at the Annual Meeting.

Lynda J.-S. Yang, M.D.

James N. DeBoer (1)

Meetings of Independent Directors

The Independent Directorsindependent directors schedule meetings in executive sessions without the presence of the Company’s management. The Chairman presides over the sessions during the year.

The Independent Directorsindependent directors met four4 times during the last fiscal year.

Shareholder Communication with Independent Directors

Shareholders wishing to communicate directly with the Independent Directorsindependent directors may send correspondence addressed as follows:

Independent Directors

c/o Corporate Secretary

Sparton Corporation

425 N. Martingale Road, Suite 2050

Schaumburg, Illinois 60173-2213

Board Leadership Structure and Board and Committee Information

Chairman

Mr. David P. MolfenterJames R. Swartwout has been elected by the directors as the Chairman. The Chairman provides leadership to enhance the Board’s effectiveness, presides over meetings of the directors, and serves as a liaison between the Board and management. The Chairman is responsible for determining when to hold, and who shall preside over, executive sessions held by the Independent Directors.independent directors. If a shareholder, employee, or third party prefers not to communicate directly with the entire Board of Directors or management, communications may be sent to the Chairman, in care of the Corporate Secretary, using the above address.

Board Leadership Structure and Board and Committee InformationStructure

TheAs of the date of this Proxy Statement, the Company’s Board of Directors consists of eight Independent Directors,six independent directors, including the Chairman of the Board, Mr. Molfenter,Swartwout, and one Management Director,non-independent director, Mr. Cary B. Wood, the President and Chief Executive Officer of the Company. The Board has established fourthree committees, being the Audit, Compensation, Executive and Nominating and Corporate Governance Committees, as further detaileddescribed below. Each of the committees other than the Executive Committee, is comprised solely of Independent Directors,independent directors, and each committee has a different chair. The Company believes that its predominantly independent Board, mixed with the experience of its managementnon-independent director, constitutes a leadership structure that is most appropriate for the Company and its shareholders.

The Board of Directors which had ten7 meetings including the 2009 Annual Meeting, during the past fiscal year has standing Audit, Compensation, Executive, and Nominating and Corporate Governance Committees.2014.

Board Committee Membership

x denotes committee membership

Audit Committee

The Audit Committee met four5 times during fiscal year 20102014 and is comprised of Messrs. Douglas R. Schrank (Chairman), Joseph J. Hartnett (Chairman), William I. Noecker and DouglasJames R. Schrank.Swartwout. The Audit Committee operates under a written charter and oversees auditing, financial reporting and internal control matters regarding accounting and financial controls. It also selects the firm that the Company retains as its independent auditorsregistered public accountants and recommends the ratification of their selection by the shareholders. The Audit Committee consults with the independent auditorsregistered public accountants and oversees their audit and other work. The Audit Committee also consults with the Chairman of the Board, President and Chief Executive Officer, and Chief Financial Officer and oversees those individuals who review the Company’s internal controls and compliance with policies. Each member of the Audit Committee is “independent,” as defined under the NYSE listing standards.

Each of Mr. Hartnett (Chairman) and Mr. Noecker,Schrank, in addition to being “independent,” qualifies as an “audit committee financial expert” as defined in the Securities and Exchange Commission’s (“SEC”)SEC Regulation S-K, Item 407(d)(5)(ii). Mr. Hartnett’s relevant financial experience includes that he is a licensed Certified Public Accountant in the State of Illinois since 1982, and has advised multiple boards and audit committees with respect to accounting matters. Mr. Hartnett has a B.S. in Accounting from the University of Illinois – Illinois—Chicago, served with Grant Thornton LLP from 19781980 to 2000, and was an audit partner with Grant Thornton LLP from 1992 to 2000. Mr. Hartnett served as the Chief Financial

Officer of U.S. Robotics Corporation, an Internet communications products company. Mr. Noecker’sSchrank’s relevant financial experience includes that he was licensed as a Certified Public Accountant in the State of Minnesota in 1973 and prior to retirement served as the Chief Financial Officer of multiple companies, including a multinational publicly traded pharmaceutical company. Further, Mr. Schrank received his Mastersa Master of Business Administration from the University of Michigan in 1973, was licensed as a Certified Public Accountant by the State of Michigan in 1976 and was an accountant at Touche Ross & Co. (now Deloitte & Touche USA LLP) from October 1973 until March 1978.1972. For

additional detail, see the table“Director Biographies” below beginning onat page 1011 describing the members of the Board of Directors and their respective experience, qualifications, attributes and skills.

The independent auditorsregistered public accountants have access to the Audit Committee without any other members of management being present. The Audit Committee met with management and the independent auditorsregistered public accountants before the announcement of earnings each quarter. The Audit Committee also met with the independent auditorsregistered public accountants without management present on two5 occasions during fiscal 2010.year 2014. The Audit Committee also reviewed the annual consolidated financial statements and annual report onForm 10-K and the Audit Committee report in this Proxy Statement before each was filed with the SEC.

Compensation Committee

The Compensation Committee which held nine16 meetings during fiscal year 2010 and2014. The Compensation Committee is comprised of Messrs. David P. Molfenter (Chairman), James D. Fast (Chairman), W. Peter Slusser and JamesCharles R. Swartwout,Kummeth, and it monitors the remuneration, including restricted stock and stock options, for the Company’s management, including the Named Executive Officers.

The Compensation Committee is not authorized tomay delegate its authority to others, with the exceptionsubcommittees consisting of independent directors and may be assisted on compensation matters by members of the delegation to the Chief Executive Officer of the formulation of proposed compensation amounts to executives and proposed compensation plans and processes.Company’s staff. The Compensation Committee does not,(the “Committee”) may, as a matter of regular practice,needed, employ compensation consultants to determineassist the Committee with the Committee’s determination of the amount and/or form of executive compensation. In fiscal 2010, however, the Compensation Committee authorized management to engage a consultant to review base salary, and short-term and long-term awards for certain members of management, including the Named Executive Officers. For further detail regarding the engagement, seeSee page 2627 below under the heading“ “Role of the Compensation Consultants”.Consultant” for discussion regarding the Compensation Committee’s use of consultants. The compensation philosophy, the compensation components, and their application as described in the Compensation Discussion and Analysis, which appears below, are generally employed by the Compensation Committee in connection with the compensation for all of the executivesexecutive officers of the Company.

Executive Committee

The Executive Committee, which is comprised of Messrs. David P. Molfenter (Chairman), James D. Fast, Cary B. Wood, and James R. Swartwout met three times during fiscal 2010. With certain limitations, the Executive Committee generally is empowered to act for the full Board of Directors in intervals between Board meetings, with the exception of certain matters that by law may not be delegated. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported at the next Board of Directors meeting.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which is comprised of Messrs. DouglasJames D. Fast (Chairman), Charles R. Schrank (Chairman), Joseph J. HartnettKummeth and Lynda J-S Yang, M.D.,David P. Molfenter, held four6 meetings during fiscal year 2010. Additionally, the2014. The Nominating and Corporate Governance Committee held informal working sessions to discuss the changes to the Second Amended Articles of Incorporationreviews corporate governance documents, and the Amended and Restated Code of Regulations, described below in proposals 3 and 4. The Nominating and Corporate Governance Committee reviews the makeup of the existing Board of Directors and the tenure of its members, consistent with appropriate principles of corporate governance and applicable regulations, and reviews and recommends director remuneration to the full Board of Directors. The Nominating and Corporate Governance Committee also receives candidate resumes, and considers and recommends candidates for election to the Board consistent with the needs of the Company, regulatory requirements, and the qualifications of the candidates. The Nominating and Corporate Governance Committee has implemented a formal process for consideration of candidates, which is described under “Director Qualifications” below.

Board Role in Risk Oversight

The Board is ultimately responsible for oversight of risk management. As part of the risk management process, the Company’s management team, through its Risk Management Committee, is responsible for identifying and monitoring the materialpotential risks facing the Company. The Risk Management Committee’s Chairman will rotate annually and various business departments report potential risks to the Chairman on a periodic basis. The Chairman of the Risk Management Committee reviews such potential risks with the Committee and counsel and reports its determinations to the Board. The Company andbelieves that reviewing risk at the business department level by the Risk Management Committee, as reported to the Board is responsible for oversight of management’s efforts with respect to risk, which oversight occurs at bothDirectors, provides the Board of Directors with a comprehensive and the committee level. detailed overview of enterprise risk.

The Audit Committee is charged with reviewing the

adequacy and effectiveness of the accounting and financial controls, including the Company’s systems to monitor, assess and manage financial, business, legal and compliance risk. Management provides regular updates throughout

Further, the year regardingBoard believes that the managementroles of Chief Executive Officer and Chairman of the risks they oversee.Board of Directors should be separated and therefore two different individuals serve as the Company’s Chief Executive Officer and Chairman. Mr. Cary B. Wood serves as the Company’s Chief Executive Officer and Mr. James R. Swartwout serves as the Chairman of the Company’s Board of Directors.

The Company’s risk structure allows the Company’s Independent Directorsindependent directors to exercise effective oversight of the actions of management, led by Mr. Cary B. Wood as Chief Executive Officer and President, in identifying risks and implementing effective risk management policies and controls.

Corporate Governance Guidelines and Charters

The Board of Directors has adopted Corporate Governance Guidelines applicable to the Company. The Nominating and Corporate Governance Committee reviews the Guidelines annually to determine whether to recommend changes to the Board of Directors to reflect new laws, rules and regulations and developing governance practices. The Guidelines address several key areas of corporate governance, including the Company’s governance philosophy, director responsibilities, Board composition, Board meetings and committees, director independence, and director compensation. The Guidelines are available on the Company’s website, www.sparton.com.

In addition to the Guidelines, the Board adopted charters for the Compensation, Audit Executive, and Nominating and Corporate Governance Committees addressing corporate governance issues. These charters address issues such as independence of the committee members, committee organization and powers, member qualifications, duties and responsibilities, and corporate governance.

As of June 30, 2010,2014, all members of the Audit, Compensation, and Nominating and Corporate Governance Committees were Independent Directors.independent directors. Copies of the charters for each of these committees are located on the Company’s website, www.sparton.com. The Company continues to develop and refine its Corporate Governancecorporate governance policies and practices and their place within the committee structure of the Board of Directors.

The Board has determined that maintaining an Executive Committee as a standing committee is not necessary, in part due to the smaller size of the Board. The Board will continue to review whether or not it is appropriate to re- establish an Executive Committee in the future.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics sets forth the Company’s corporate values and expresses the dedication of the Company to its employees, officers and members of the Board of Directors as to the Company’s principles and goals.values. The Code of Business Conduct and Ethics governs the actions and working relationships of the Company’s employees, officers and directors, and sets forth the standard of conduct of the Company’s business at the highest ethical level and in compliance with all applicable laws and regulations.

To the extent any waiver is granted with respect to the Code of Business Conduct and Ethics that requires disclosure under applicable SEC rules, such waiver will also be posted on the Company’s website, as will any amendment that may be adopted from time to time.

Additionally, the Company has established the following statement of its “Corporate Values”:

“We demand performance excellence in all that we do.

“We demand integrity of ourselves, our products, and our services.

“We foster growth and success in an environment of teamwork, collaboration, empowerment, and accountability.

“We develop long term, trusting relationships to ensure mutually profitable growth.

“We will maintain a safe and environmentally sound workplace.

“We will be good corporate citizens in the communities in which we reside.”

Whistleblower Provisions

It is the Company’s policy to encourage its employees and other persons to disclose improper activities, and to address complaints alleging acts of reprisal or intimidation resulting from disclosure of improper activities. Individuals wishing to report improper activities may call the Company’s Whistleblower service at 1-866-393-7585.1-800-488-1933 (from within the United States) or 1-800-4818 (from Vietnam). Activities may be reported anonymously if desired.

Director Attendance at Meetings

All directors attended at least 75% of the aggregate total number of meetings of the Board and committees on which they serve (during the period that each director served).during fiscal year 2014. In addition, the directors are expected to attend the Annual Shareholders’ Meeting. At the Company’s fiscal 20092013 Annual Meeting tenof the Shareholders, all of the directors serving at that time were in attendance (including the two directors who did not stand for re-election). During fiscal 2010, under the auspices of the Nominating andattendance. Pursuant to our Corporate Governance Committee, the Board of Directors conducted a program forGuidelines our directors are encouraged to attend director education which was facilitated by the National Association of Corporate Directors.programs on an annual basis.

Director Qualifications

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board of Directors, from time to time, the appropriate qualities, skills and characteristics desired for members of the Board of Directors in the context of the current make-up of the Board. This assessment includes consideration of the following summary of qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors, as well as the following considerations for the composition of the Board of Directors as a whole.whole:

Essential Qualities

Board Composition Considerations

These and consideration of matters presented to the Board

Theseother factors and others are considered useful by the Board of Directors and are considered in an assessmentselection of the perceived needs of the Board of Directors at a particular point in time.director nominees.

Process for Identifying and Evaluating Director Nominees

The Board of Directors is responsible for selecting its own members.director candidates. The Board of Directors delegates the evaluation, selectionidentification, recruitment and nomination processrecommendation of director nominees to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors and management will be requested to take part in the process as appropriate.

When it is determined by the Board of Directors that a new director or nominee is to be recruited, the Nominating and Corporate Governance Committee undertakes a candidate selection process. The Committee maintains a selection criteria document, which has been approved by the Board of Directors and which the Committee reviews regularly to ensure that it is applicable. The criteria include both general criteria that all candidates must meet and specific criteria regarding skill or background that are desirable to the Board of Directors. The Nominating and Corporate Governance Committee, with the counsel of the full Board of Directors, determines which specific background should be represented in the candidate. The criteria are then given to a professional recruiter who specializes in board placements and a search is commenced. Potential candidates known to existing directors or suggested by shareholders who are believed to meet the criteria may be suggested to the recruiting agency for inclusion in the initial pool of candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the qualifications for director nominees established by the Nominating and Corporate Governance Committee. Potential candidates for directors are generally suggested to the Committee by current members of the Board of Directors and the shareholders, and are evaluated at meetings of the Committee. Based on the results of thean evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board of Directors. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointments to the committees of the Board.

Procedure for Recommendation of Director Nominees by Shareholders

The Nominating and Corporate Governance Committee will consider director candidates who are recommended by shareholders of the Company. As required by Article VIIII, Section 10 of the Company’s Code of Regulations, to recommend a nominee, a shareholder should write to the Company’s Corporate Secretary at 425 N. Martingale Road, Suite 2050, Schaumburg, Illinois 60173-2213. Under the current Code of Regulations, to be considered by the Nominating and Corporate Governance Committee for nomination and inclusion in the Company’s Proxy Statement for its 2011 Annual Meeting of Shareholders, a shareholder recommendation for a director must be received by the Company’s Secretary no later than 60120 days nor more than 240 days prior to the one year anniversary of the preceding Annual Meeting.

Any recommendation must include (i) the name and addressall information relating to such nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors under Rule 14a-11 of the candidate, (ii)Exchange Act or in a brief biographical description, including his or her occupation for at least the last five years, and a statementcontested election pursuant to Section 14 of the qualifications ofExchange Act and the candidate, taking into account the qualification requirements summarized above, (iii) arules and regulations promulgated thereunder (including such person’s written consent signed by the candidate agreeing to be

being named in the Proxy Statementproxy statement as a nominee and to serveserving as a director if elected, (iv)elected); (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K; (iii) a representation of the shareholder that he or she intends to appear at the annual meeting to bring such nomination or other business before the annual meeting; and (iv) such other information as may reasonably be required by the nominating shareholder thatBoard of Directors as described in the Company’s proxy statement for the preceding year’s annual meeting. The Company may require any proposed nominee to furnish such shareholder is a holderother information as may reasonably be required by the Company to determine the eligibility of record of shares of capital stocksuch proposed nominee to serve as an independent director of the Company (v)or that could be material to a representation by the nominating shareholder that such shareholder will continue to hold such shares through the datereasonable shareholder’s understanding of the Annual Meeting, and (vi) a representation by the nominating shareholder thatindependence, or lack thereof, of such shareholder intends to appear in person or by proxy at the Annual Meeting to nominate the candidate. The Nominating and Corporate Governance Committee may seek additional biographical and background information from any candidate that must be received on a timely basis to be considered by the Nominating and Corporate Governance Committee. nominee.

Further information regarding shareholder recommendation of director candidates is contained in the Nominating and Corporate Governance Committee Charter, which is available at the Company’s website at www.sparton.com.

Assuming the appropriate biographical and background materialinformation is provided for candidates submitted by shareholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following the same process, and applying the same criteria, as for candidates submitted by members of the Board of Directors. All director nominees recommended for election at the 2010 Annual Meeting are current members of the Board of Directors.

This procedure will change if Proposal 4 of this Proxy Statement is approved by the shareholders at the Annual Meeting. See the discussion of the proposed changes below under the heading “Proposal 4 – Approval and Adoption of the Amended and Restated Code of Regulations.”

Shareholder Communications Policy

Shareholders should communicate with the Board of Directors by sending a letter to the Sparton Corporation Board of Directors, c/o the Corporate Secretary, 425 N. Martingale Road, Suite 2050, Schaumburg, Illinois 60173-2213. The Corporate Secretary will receive the correspondence and forward it to the director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, harassing, illegal, not reasonably related to the Company or its business, or similarly inappropriate. The Corporate Secretary has the authority to discard or disregard any inappropriate communications (other than a proposal submitted pursuant to Rule 14a-8 under the Exchange Act, or any communication made in connection with such a proposal) or to take other appropriate actions with respect to any such inappropriate communications. In addition, the Corporate Secretary is authorized to forward communications that are clearly more appropriately addressed by other departments, such as customer service or accounting, to the appropriate department. The foregoing instructions by the directors to the Corporate Secretary are subject to change by the directors. Additionally, all communications are available to any director who wishes to review them.

Availability of Information at Company Website

The Company’s website address is www.sparton.com. Information provided at the website includes, among other items, the Company’s Corporate Governance Guidelines, current charters for the Audit, Compensation, and Nominating and Corporate Governance and Executive Committees of the Board of Directors, Board committees and their membership, the Company’s Code of Business Conduct and Ethics, any Shareholder Letters, the Company’s Annual Report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and news releases. The information is also available, without charge, by contacting the Shareholders’ Relations Departmentat 1-847-762-5800.

PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

Mr.Messrs. James D. Fast, Joseph J. Hartnett, Charles R. Kummeth, David P. Molfenter, Mr. W. Peter SlusserJames R. Swartwout and Dr. Lynda J.-S. Yang,Cary B. Wood, current directors whose terms of office expire at the Annual Meeting, are nominees for election to a threeone year term expiring in 2013.2015 and the election and qualification of their successors. The nominations were made by the Nominating and Corporate Governance Committee and approved by the Board of Directors.

Each shareOur Code of common stockRegulations provides that our Board of Directors will consist of not less than six members, but our Board is entitledauthorized to one votefix and change the actual number of our directors from time to time.

We currently have seven members on our Board of Directors. However, given the announcement by Douglas R. Schrank that he does not plan to stand for each ofre-election at the three director positions being filled atCompany’s Annual Meeting, there will only be six members serving on our Board. The Board has commenced a search for a suitable replacement director; however, the process is not expected to be completed prior to the Annual Meeting. A pluralityAccordingly, the Board has fixed the minimum number of the votes cast at the meeting is required to elect the nominees asmembers of directors of the Company. As such,Board at six and intends to increase the three individuals who receive the greatestminimum number of votes cast by the holders of common stock will be elected as directors. Shares not voted at the Annual Meeting, whether by abstention, broker non-vote, or otherwise, will not be treated as votes cast at the meeting.to seven once a candidate is selected.

It is believed that all threesix nominees are, and will be at the time of the Annual Meeting, available for election; and, if elected, will serve. Each of the nominees has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director, if elected at the Annual Meeting. However, in the event one or more of them is or should become unavailable, or should decline to serve, it is intended that the proxies will be voted for the balance of the nominees and for such substitute nominee or nominees as the proxy holdersBoard of Directors may in theirits discretion select.

Vote Required for Approval

Each share of common stock is entitled to one vote for each of the six director positions being filled at the Annual Meeting. In order to elect a nominee as a director of the Company, he or she must receive a greater number of votes cast “FOR” his or her election than “AGAINST” his or her election. Shares not voted at the Annual Meeting, whether by abstention, broker non-vote, or otherwise, will have no effect on the election of directors. See “Outstanding Stock and Voting Rights – Quorum and Vote Required” at page 3 for additional information.

Board Recommendations

The Board of Directors recommends a vote FOR“FOR” the election of each of the threesix nominees, James D. Fast, Joseph J. Hartnett, Charles R. Kummeth, David P. Molfenter, W. Peter SlusserJames R. Swartwout and Dr. Lynda J.-S. Yang.Cary B. Wood.

Unless otherwise directed by marking the accompanying proxy, the proxy holders named therein will vote FOR the election of the threesix nominees.

Director Biographies and Beneficial Ownership

In theThe following table summarizes the column “Amount and Nature of Beneficial Ownership” relates to common shares of the Company beneficially owned by the directors and nominees as of June 30, 2010, unless otherwise described in the footnotes below, and is based upon information furnished by them.

The specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board of Directors to conclude that the following individuals should serve as directors are set forth opposite each individual’s name. The Company’s Board of Directors consists primarily of individuals with broad leadership and business skills, as detailed below, who have relevant experience with companies ranging in size from smaller to much larger than the Company, including

individuals who have served or who currently serve as chief executive officers and chief financial officers of such companies. In addition, certain of the members have specialized skill sets, also as detailed below, in the fields of medicine and investment banking, which skill sets are critical to the Company. The Nominating &and Corporate Governance Committee and the Board of Directors considersconsider the skill sets both individually and as a whole in considering who to recommend as nominees. The Board of Directors believes that all of the members of the Board have the highest professional and personal ethics and values.

Name and Principal Occupation (1)		Age		Has Served as a Director Since		Amount and Nature of Beneficial Ownership (2)		% of Class (8)
Dr. Lynda J.-S. Yang – Neurosurgeon and faculty member at the University of Michigan School of Medicine, Ann Arbor since 2004. From 1998 to 2004 Dr. Yang was a resident in the neurosurgery department at the University of Michigan. Dr. Yang received an M.D. and a Ph.D. degree from the Johns Hopkins School of Medicine in 1997.   Dr. Yang’s knowledge with respect to medical business matters and medical equipment provides the Board with valuable perspectives necessary for the advancement of the Company in the Medical and Medical Devices markets. Dr. Yang also offers administrative and executive skills acquired in serving as Medical Director.		43		2007		8,033		*
Directors Whose Terms Expire in 2012
James D. Fast – Retired since August 2008, formerly Chief Executive Officer, President and Director of Firstbank – West Michigan, Ionia, Michigan. Mr. Fast has forty years of experience in commercial banking and administration.   Mr. Fast has experience with respect to mergers and acquisitions, negotiation, compliance management and human resource oversight and supervision of financial statement preparation. His extensive skill set with respect to executive management and commercial finance provides the Board with beneficial insights with respect to business and finance matters.		62		2001		21,828 (5)		*
James R. Swartwout – Retired since September 2008. Prior to retirement, Mr. Swartwout was the Co-Chief Executive Officer and member of the Board of Directors of Habasit Holding America, Inc., the acquirer of Summa Industries, a publicly traded manufacturer of diversified plastic products for industrial and commercial markets, Torrance, CA. From October 1988 to October 2006, Mr. Swartwout held the following positions with Summa Industries: Chairman of the Board, Chief Executive Officer, and Chief Financial Officer. Since May 2010, Mr. Swartwout has served on the board of directors of ATS Corporation, a public company providing information technology and related services to various governmental agencies. Mr. Swartwout received a Bachelor of Science in Industrial Engineering from Lafayette College and a Master of Business Administration from the University of Southern California.   Mr. Swartwout has extensive experience that provides the Company with valuable skills in a broad array of matters, including corporate governance, mergers, acquisitions and divestitures, and matters concerning public companies.		64		2008		13,528		*
Cary B. Wood –President of the Company since April 2009 and Chief Executive Officer of the Company since November 2008. During the period August 1, 2004 to November 7, 2008, Mr. Wood was Chief Operating Officer of Citation Corporation (now known as Grede Holdings, LLC). Prior to serving as Chief Operating Officer, Mr. Wood was the Senior Vice President of Operations. Grede Holdings LLC is located in Novi, Michigan and is a private company manufacturing cast, machined and assembled components		43		2008		486,650 (6)		4.8%

Name and Principal Occupation (1)		Age		Has Served as a Director Since		Amount and Nature of Beneficial Ownership (2)		% of Class (8)
for the transportation and industrial markets. Mr. Wood received a Bachelor of Science in Technology from Purdue University in 1989 and a Master of Science in Industrial Operations Management from Lawrence Tech University in 1995.   Mr. Wood’s experience in the areas of executive management and corporate turn-around, as well as his in depth knowledge of the Company and its operating segments, are highly valuable attributes to the Company and its Board.
Directors Whose Terms Expire in 2011
Joseph J. Hartnett – President and Chief Executive Officer of Ingenient Technologies, Inc., a software development company, Rolling Meadows, IL. During the period from June 2000 to October 2006, Mr. Hartnett held the following positions with U.S. Robotics Corporation, an Internet communications products company: the Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer. Mr. Hartnett is a licensed Certified Public Accountant in the State of Illinois (licensed 1982 to present), and has advised multiple boards and audit committees with respect to accounting matters. Mr. Hartnett has a Bachelor of Science in Accounting from the University of Illinois – Chicago. Mr. Hartnett served with Grant Thornton LLP from 1978 to 2000, and as an audit partner with Grant Thornton LLP from 1992 to 2000.   Mr. Hartnett’s experience provides valuable perspective with respect to executive management, corporate turn-around and financial matters. His twenty-two years of public accounting experience are further qualifications and attributes that he contributes to the Board.		55		2008		5,000		*
William I. Noecker – Chairman of Brasco International Inc., an aluminum fabricator, Detroit, Michigan. Mr. Noecker previously served as President of International Extrusions Inc. for nine years. Mr. Noecker is a Certified Public Accountant in the State of Michigan (from 1976 to present), and received a Bachelor of Arts in Economics from Cornell University in 1971, and a Masters of Business Administration from the University of Michigan in 1973. Mr. Noecker was an accountant at Touche Ross & Co. (now Deloitte & Touche USA LLP) from October 1973 until March 1978.   Mr. Noecker’s historical knowledge of the Company and its operations, as well as his extensive experience with respect to financial and executive management matters, provide important insight to the Board.		61		1999		12,281 (7)		*
Douglas R. Schrank – Retired since June 2006. Prior to retirement, Mr. Schrank was the Executive Vice President and Chief Financial Officer of Perrigo Company, a multinational, publicly traded pharmaceutical company, from January 2000 until June 2006. Mr. Schrank served as the Chief Financial Officer of M.A. Hanna Company, an iron ore processing company, from September 1993 until April 1995, as the Senior Vice President of M.A. Hanna Company’s Plastics Americas division from April 1995 until January 1998, and as President of M.A. Hanna Company’s Hanna Color division from		62		2007		15,000		*

Director since: 2001 Independent		James D. Fast, age 66 Retired since August 2008, formerly Chief Executive Officer, President and Director of Firstbank-West Michigan, Ionia, Michigan. Prior to joining Firstbank, Mr. Fast served as Group Vice President, Michigan National Bank-Michiana. Mr. Fast has forty years of experience in commercial banking and administration. Mr. Fast previously served as a Director of Volcor Finishing, a privately held company in Ionia, Michigan. Mr. Fast has experience with respect to mergers and acquisitions, negotiation, compliance management and human resource oversight and supervision of financial statement preparation. His extensive skill set with respect to executive management and commercial finance provides the Board with beneficial insights with respect to business and finance matters.
Director since: 2008 Independent		Joseph J. Hartnett, age 59 Mr. Hartnett served as President and Chief Executive Officer of Ingenient Technologies, Inc., a multimedia software development company located in Rolling Meadows, Illinois, from April 2008 through November 2010. He joined Ingenient as Chief Operating Officer in September 2007 and left Ingenient following the sale of the company and completion of post-sale transition activities. Prior to Ingenient, Mr. Hartnett served as President and Chief Executive Officer of U.S. Robotics Corporation, a global Internet communications product company headquartered in Schaumburg, Illinois, from May 2001 through October 2006. He was Chief Financial Officer of U.S. Robotics from June 2000 to May 2001. Prior to U.S. Robotics, Mr. Hartnett was a partner with Grant Thornton LLP where he served for over 20 years in various leadership positions at the regional, national, and international level. Mr. Hartnett is a licensed Certified Public Accountant in the State of Illinois (licensed 1982 to present), and holds a Bachelor of Science degree in Accounting from the University of Illinois at Chicago. Mr. Hartnett serves as a director and member of the audit committee, compensation committee and nominating and corporate governance committee of Garmin Ltd. since June 7, 2013, and is a former director of Crossroads Systems, Inc., U.S. Robotics Corporation and Ingenient Technologies, Inc. Mr. Hartnett brings significant industry experience in the areas of international business, operations management, executive leadership, strategic planning and finance, as well as extensive corporate governance, executive compensation and financial experience.

Name and Principal Occupation (1)		Age		HasDirector since: 2011 Served as a Director SinceIndependent		Amount andCharles R. Kummeth, age 54 Nature Mr. Kummeth serves as the Chief Executive Officer of Techne Corporation, a Minnesota corporation, since April 2013. Techne Corporation and its subsidiaries are engaged in the development, manufacture and sale of biotechnology products and hematology calibrators and controls. Mr. Kummeth served as President of the Mass Spectrometry and Chromatography division of Thermo Fisher Scientific, a Delaware corporation that provides services and products within the science industry, from April 2008 through March 2013. He previously served as President of the Medical Product Division of 3M, a Delaware corporation, beginning in 2006. From 2004 to 2006, Mr. Kummeth served as the Managing Director of 3M for the UK and Ireland. Beneficial Ownership (2)		%Mr. Kummeth has served on the board of BSN Medical Inc., a private global medical device company, since March 2013. Class (8)
January 1998 until May 1999. Mr. SchrankKummeth received a Bachelor of Science in ZoologyElectrical Engineering from University of North Dakota in 1983, a Master of Science in Computer Science from University of St. Thomas in 1989, and a Master of Business Administration from the Carlson School of Business at the University of MichiganMinnesota in 1993. Mr. Kummeth has significant industry experience in the areas of serving science, innovative technologies, software and laboratory operations. His extensive skill set with respect to executive management of a global company with high repute in the scientific community provides the Board with industry expertise and added business insights.
Director since: 2000 Independent		David P. Molfenter, age 69 Mr. Molfenter retired in August 2000. He formerly was Vice President Command, Control, Communication and Information Systems Segment, Raytheon Systems Company, a high technology company specializing in defense electronics, Fort Wayne, Indiana. Mr. Molfenter has a Master of Business Administration from Indiana University and a MastersM.S. Electrical Engineering from Purdue University. Prior to employment with Raytheon Systems Company, Mr. Molfenter served as Chief Executive Officer of Magnavox Electronics Systems, Co. from 1993 to 1995, and as President of Hughes Defense Communications from 1995 to 1997. Since March, 2010, Mr. Molfenter has served as a member of the board of directors of Bowmar, LLC, a privately held company in Fort Wayne, Indiana. Mr. Molfenter’s extensive executive management and board experience, including service as the principal executive officer of multiple companies and his fourteen years with the Company’s Board, provides him with the necessary skills to serve on the Board of Directors.

Director since: 2008 Independent		James R. Swartwout, age 68 Mr. Swartwout has been an advisor to private equity groups since 2008. From October 2006 to September 2008, he was Chief Executive Officer and member of the Board of Directors of Habasit Holding USA, the acquirer of Summa Industries, a California-based, publicly traded manufacturer of diversified plastic products for industrial and commercial markets. From October 1988 to October 2006, Mr. Swartwout held the following positions with Summa Industries (formerly NasdaqGM: SUMX): Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer. Mr. Swartwout has served on the boards of directors of numerous public and private companies. He received a Bachelor of Science in Industrial Engineering from Lafayette College and a Master of Business Administration from the University of Michigan in 1972, and was licensed as a Certified Public Accountant in the State of Minnesota in 1973.Southern California.   Mr. Schrank’s skills include knowledge with respectSwartwout has extensive experience in a broad array of matters relevant to the operationsaffairs of public companies, financial matters,the Company, including mergers, acquisitions and divestitures; management of complex, multi-business corporations; corporate governance and board service, all of which provide value to the Board. other matters concerning public companies.

*denotes a percentage of less than 1%

Director since: 2008

Management

Cary B. Wood, age 47

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTANTS

Relationship with Independent AuditorsRegistered Public Accountants

The Audit Committee appoints the independent registered public accounting firm to serve as the Company’s independent auditor.registered public accountant. BDO USA, LLP (“BDO USA”) is currently the independent auditorregistered public accountant for the Company. In addition to performing the audit of the Company’s consolidated financial statements, BDO USA provided various other services during fiscal 2010.year 2014. The Audit Committee has considered the provision of all non-audit services performed by BDO USA during fiscal 2010year 2014 with respect to maintaining auditor independence. The Audit Committee reviewed and pre-approved all professional services requested of, and performed by, BDO USA. The aggregate fees billed for fiscal 2010year 2014 and 20092013 for each of the following categories of services are set forth below.

Pursuant to the Pre-Approval Policy, the Audit Committee annually reviews and pre-approves the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee,registered public accountant, and such services are considered approved through the next annual review. The Audit Committee revises the list of pre-approved services from time to time based on subsequent determinations. The Audit Committee may delegate

pre-approval authority to one or more of the members.its Chairman. The member or members to whom such authority is delegatedChairman shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Pre-Approval Policy for audit and non-audit services is available on the Company’s website at www.sparton.com.

Fees

The following table presents fees for services provided by BDO USA for the years ended June 30, 20102014 and 2009:2013:

Audit Fees

These fees relate to the audit and reviews of the consolidated financial statements, including opening balance sheet work for three acquisitions during fiscal 2014 and for two acquisitions during fiscal 2013, and for other attest services.

Audit-Related Fees

These fees primarily relate to audits of employee benefit plans and infor fiscal 2010,2013, accounting consultation for contemplated transactions.transactions and the audit of historical financial statements for one acquisition.

Tax Fees

These fees relate to tax compliance, tax advice and tax planning and in fiscal 2010, also included feestax consultation for federal tax loss carry-back elections.contemplated transactions.

All Other Fees

There were no other fees for the years ended June  30, 20102014 and 2009.2013.

Auditor Independence

The Audit Committee is required to consider the independence of BDO USA when engaging the firm to perform audit-related and other services. In 2010,2014, it was determined by the Audit Committee that audit-related and other services provided and the fees paid for those services were consistent with maintaining the independence of BDO USA.

Vote Required for Approval

At a meeting on August 25, 2010,19, 2014, the Audit Committee of the Board of Directors took action to approverecommend the appointment of the accounting firm of BDO USA as the independent auditorsregistered public accountants for the Company for the fiscal year ending June 30, 2011.2015 and, on August 20, 2014, the Board of Directors approved such appointment. The Board of Directors is asking the shareholders to ratify the appointment of BDO USA.

Each share of common stock is entitled to one vote for this proposal.Proposal. In order to be adopted, this proposalProposal must be ratified by the holders of a majority of the shares entitled to vote thereon present in person or represented by proxy at the Annual Meeting. IfBroker non-votes and abstentions are not counted for purposes of this Proposal. Because this vote is advisory, it will not be binding upon the Board of Directors. However, the Board values the opinion of its shareholders and, in the event that the shareholders do not ratify the appointment by approving this Proposal 2, the Board of Directors and the Audit Committee will consider the selection of other auditors.independent registered public accountants.

Board Recommendation

The Board of Directors recommends that shareholders vote “FOR” the ratification of the selection of BDO USA, LLP.LLP by an advisory vote.

Representatives of BDO USA, the Company’s independent registered public accounting firm, are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

PROPOSAL 3

APPROVAL AND ADOPTION OF THE

SECOND AMENDED ARTICLES OF INCORPORATION

Board Authorization

On August 26, 2010, the Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, approved the Second Amended Articles of Incorporation, subject to shareholder approval.

Reasons for the Proposed Second Amended Articles of Incorporation

The changes included in the Second Amended Articles of Incorporation are being made in connection with the Nominating and Corporate Governance Committee’s determination to: (i) update, remove inconsistencies and correct grammatical errors in the Company’s Amended Articles of Incorporation and (ii) adopt majority voting in the election of directors.

Updating

In connection with updating, Article II of the current Amended Articles of Incorporation provides that the Corporation is to be located at Cleveland, in Cuyahoga County, Ohio. The Corporation, however, does not have offices in Cleveland, but does have offices in Strongsville, Ohio. Accordingly Article II is being proposed to be revised as follows: “The Corporation is to be located at Strongsville, in Cuyahoga County, Ohio.”

Similarly, Article III of the current Amended Articles of Incorporation includes a list of purposes of the Company which are no longer applicable, including, for example, the production, extraction, distribution and marketing of coal, oil, gas, etc. Article III is being proposed to update the purposes to include the Company’s current purposes. Accordingly, Article III is being proposed to be revised as follows: “The Corporation is formed to engage in any lawful act or activity for which corporations may be formed under sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code and any amendments heretofore or hereafter made thereto, including, without limitation, design and electronic manufacturing services and products for medical/scientific instrumentation, government, aerospace and other industries, and any and all incidental acts or activities.”

Similarly, Article IV, relating to the authorized but unissued Serial Preferred Stock references payment of any redemption price to any bank or trust company located in New York, New York, Cleveland, Ohio, Chicago, Illinois or Grand Rapids, Michigan. Article IV is being proposed to be revised to reference any financial institution or trust company without restriction on location.

Majority Voting

The Company and the Board of Directors are committed to good corporate governance, which is why the Board of Directors has voluntarily determined to propose a new Article VII that would implement majority voting in uncontested elections of directors. Current Article VII would be renumbered as Article VIII. Prior to 2008, Ohio

law required Ohio corporations to use a plurality voting standard for director elections. Under a plurality voting standard, nominees receiving the greatest number of votes are elected. Effective January 1, 2008, Ohio law was amended to permit Ohio corporations to adopt alternative standards for director elections by amending their articles of incorporation. The Board believes that the adoption of a majority voting standard will give shareholders a greater voice in determining Board composition.

Proposed Article VII would provide that in an uncontested election of directors, a candidate will be elected as a director only if the votes cast for the candidate exceed the votes cast against the candidate. Abstentions and broker non-votes will not be counted as votes cast for or against a candidate. If, however, the Board determines that the number of candidates in any one year exceeds the number of directors to be elected in that year, a plurality voting standard will apply and the candidates receiving the greatest number of votes will be elected.

The Board has determined that the adoption of a majority voting standard in uncontested director elections will give shareholders a greater voice in determining the composition of the Board. In addition, the proposed majority voting standard is consistent with the Board’s belief that it is accountable to the interests of a majority of the Company’s shareholders.

The Board believes, however, that plurality voting should continue to apply in situations where the number of candidates to be elected exceeds the number of directors to be elected. It is possible that more nominees could be elected than the number of Board seats since the number of ‘for’ votes could exceed the number of ‘against’ votes for each director nominee without regard to voting for other candidates.

If the Second Amended Articles of Incorporation is approved and implemented, the Board will, effective as of such approval, adopt and implement a director resignation policy to address the situation in which one or more incumbent directors fail to receive the required majority vote for re-election in an uncontested election. Under Ohio law, an incumbent director who is not re-elected would remain in office as a “holdover” director until his or her successor is elected. This policy would provide that an incumbent director who is not re-elected will be expected to tender to the Board his or her resignation as a director promptly following the certification of the election results. The Nominating and Corporate Governance Committee would then consider each tendered resignation and recommend to the Board whether to accept or reject each such tendered resignation. The Board would act on each tendered resignation, taking into account its fiduciary duties to the Company and its shareholders and the Nominating and Corporate Governance Committee’s recommendation, within 90 days following the certification of the election results. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board in making its decision, may consider any factors or other information that they consider appropriate with respect to any tendered resignation, including, without limitation: (i) the stated reason for such director’s failure to receive the approval of a majority of votes cast; (ii) the percentage of votes cast against such director; and (iii) the performance of the director.

Following the Nominating and Corporate Governance Committee’s recommendation and the Board’s decision, the Board would promptly publicly disclose its decision whether to accept or reject each tendered resignation and, if applicable, the reasons for rejecting a tendered resignation. If a director’s tendered resignation is rejected, he or she would continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office or death. If a director’s tendered resignation is accepted, then the Board would have the sole discretion to fill any resulting vacancy or decrease the number of directors, in each case pursuant to the provisions of and to the extent permitted by the Code of Regulations. Any director who tenders his or her resignation pursuant to this policy would abstain from the Nominating and Corporate Governance Committee’s recommendation or the Board’s action regarding whether to accept or reject the tendered resignation. While this description reflects the terms of the director resignation policy that the Board expects to adopt and implement, the Board will retain the power to amend and administer the policy as the Board in its sole discretion determines is appropriate.

Shareholder Approval

Approval of the Second Amended Articles of Incorporation requires the affirmative vote of the holders of at least sixty-six and two thirds percent (66-2/3%) of all outstanding shares of the Company’s common stock entitled to vote as of the Record Date. Accordingly, the Second Amended Articles of Incorporation will be approved if it receives the vote of[6,800,356] shares of the Company’s common stock. Abstentions, broker non-votes, and shares not in attendance and not voted at the annual meeting will have the same effect as votes against this Proposal 3. Unless otherwise directed, shares of common stock represented by proxy will be voted“FOR”the approval of this Proposal 3.

Effective Date

If approved by shareholders, the Company intends, immediately following the shareholder vote, to file the Second Amended Articles of Incorporation with the Ohio Secretary of State.

Board Recommendation

A copy of the proposed Second Amended Articles of Incorporation, marked to show changes from the Amended Articles of Incorporation, is included as Appendix “A” to this proxy statement.

The Board of Directors recommends a vote “FOR” the approval and adoption of the Second Amended Articles of Incorporation.

PROPOSAL 4

APPROVAL AND ADOPTION OF THE AMENDED AND RESTATED CODE OF REGULATIONS

Board Authorization

On August 26, 2010, the Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, approved the Amended and Restated Code of Regulations (the “Amended and Restated Code”), subject to shareholder approval.

Reasons for the Proposed Amended and Restated Code

The Nominating and Corporate Governance Committee determined to: (i) update and remove inconsistencies in the Company’s Code of Regulations, (ii) de-classify the Board of Directors and (iii) permit the Company’s Board of Directors to adopt amendments to the Amended and Restated Code to the extent permitted by Ohio law.

To this end, the Company determined to incorporate the proposed provisions described below and its current By-Laws into the Amended and Restated Code, thereby making the Company’s current By-Laws unnecessary. If the Amended and Restated Code is approved, the current By-Laws of the Company would be terminated. The proposed Amended and Restated Code also incorporates certain provisions of Ohio law. Accordingly, the proposed Amended and Restated Code provides in one document much of the relevant body of law and regulation governing the Company, by incorporating the proposed provisions described below, the current By-Laws and certain other provisions consistent with Ohio law.

The proposed Amended and Restated Code includes the following differences from the current Code of Regulations:

Article I, Section 10 of the proposed Amended and Restated Code provides advance notice and other requirements (as disclosed in more detail in the table below) with respect to shareholder nominations of directors. Currently, such notice must be made not later than 60 days in advance of the date of a shareholders’ meeting. Under the proposed

Amended and Restated Code, notice must be provided generally not less than 120 days nor more than 240 days prior to the one year anniversary of the preceding year’s annual meeting. Both the Nominating and Corporate Governance Committee and the Board of Directors believe that the nomination of directors is a significant matter and that shareholders would be best served by providing the Company with sufficient time to do its due diligence and review the qualifications of proposed nominees. The proposed change set forth in Article I, Section 10, among other things, is designed to allow the Company sufficient time to determine the qualifications of proposed nominees and allow it time to make reasoned recommendations to shareholders. Similarly, the proposed Amended and Restated Code in Article I, Section 10, provides that the same notice time deadlines must be provided with respect to shareholder proposals with respect to Company business. There are no deadlines with respect to proposals of other business by shareholders under the current Code of Regulations. Again, both the Nominating and Corporate Governance Committee and the Board of Directors believe that shareholders are better served if the Company has sufficient time to review and perform applicable due diligence on shareholder proposals and allow it time to make reasoned recommendations to shareholders.

Article II, Section 2 of the proposed Amended and Restated Code provides that all directors are to be elected or appointed for a one year term, with no separate classes. The current Code of Regulations provides for three separate classes of directors with three year staggered terms. The Company and the Board of Directors are committed to good corporate governance, and examined the arguments for and against continuation of a classified board. While it can be argued that a classified board provides stability, enhances long-term planning and ensures that there are directors serving on a board who are familiar with the Company, it can also be argued that a classified board can make it more difficult for shareholders to change a majority of directors even if a majority of shareholders are dissatisfied with the performance of incumbent directors. The Board understands that many investors believe that the election of directors is the primary means for shareholders to influence policies and to hold management accountable for implementing these policies. The Board is also cognizant that many U.S. public companies have eliminated their classified board structures in recent years in favor of the annual election of directors. After weighing all of these considerations, the Board has voluntarily determined to propose the elimination of its classified board structure.

If Proposal 4 is approved, the Board’s classified structure will terminate effective as of the date of the Company’s 2011 Annual Meeting of Shareholders and, at and after that annual meeting, directors will be elected annually for one year terms. In this case, the term of each director serving as of and immediately prior to the 2011 Annual Meeting of Shareholders will expire as of the date of the meeting, subject to election and qualification of his or her successor. Under Ohio law, directors of our classified board may be removed for cause only by the affirmative vote of shareholders of record holding at least a majority of the outstanding shares of the Company. The proposed Amended and Restated Code similarly provides that directors may be removed for cause only by the affirmative vote of shareholders of record holding at least a majority of the outstanding shares of the Company.

Article II, Section 7 of the proposed Amended and Restated Code provides that a majority of the directors then holding office shall be necessary to constitute a quorum for the transaction of business. Formerly, this provision was in the Company’s By-Laws. Under Ohio law, unless the articles of incorporation or code of regulations provide otherwise, a majority of the whole authorized number of directors is necessary to constitute a quorum for the transaction of business.

The current Code of Regulations provides for an executive committee, and generally authorizes the Board of Directors to exercise all powers and do all such things as may be lawfully exercised and done. In connection therewith, the Board has established an executive committee, and a nominating and corporate governance committee, a compensation committee and an audit committee in conformance with NYSE regulations. In recognition of the creation of such additional committees, both the Board and the Nominating and Corporate Governance Committee have proposed Article II, Section 10 of the Amended and Restated Code providing for the establishment of an executive committee, nominating and corporate governance committee, compensation committee and audit committee and such other committees as may be deemed to be advisable by the Board of Directors.

Article IV, Section 1 of the proposed Amended and Restated Code provides for mandatory indemnification of directors and officers. The Company is given the discretion to indemnify employees, agents and others. Under the current Code of Regulations, there is mandatory indemnification for directors, officers and employees of the Company or any person who is serving or has served at its request as a director, officer or employee of another corporation. Both the Nominating and Corporate Governance Committee and the Board of Directors believe that mandatory indemnification should be limited to a select group, and that the indemnification of other persons should be made solely in the discretion of the Board of Directors.

Article VII, Section 1 of the proposed Amended and Restated Code provides that the Code of Regulations may be altered, amended, added to or repealed by the Board of Directors (to the extent permitted by Ohio law), by the affirmative vote of shareholders of record holding at least a majority of the outstanding shares of the Company or by written consent of the shareholders of record holding 66-2/3% of the outstanding shares. The Board of Directors is not currently permitted to amend the Code of Regulations. Ohio law was amended in October 2006 to allow the Board of Directors to amend the Code of Regulations without shareholder approval, within certain statutory limitations, thus bringing Ohio law into line with the law of most other states. However, Ohio law requires shareholder approval for the Board to make future amendments to the Code of Regulations.

If the proposed amendment to Article VII, Section 1 is adopted, the Board would be able to address certain ministerial and administrative provisions in the Code of Regulations, including changing officer titles and duties, changing the order of business at the annual shareholders’ meeting and adopting an advance notice provision for the introduction of matters at the annual shareholders’ meeting. Other Ohio corporations have made the change to allow their Codes of Regulations to be updated by the board.

The Board would not be able to amend the Code of Regulations in a manner that would adversely affect the fundamental rights of the Company’s shareholders. Specifically, the Board may not amend the Code of Regulations to do any of the following: (1) change the authority of the shareholders themselves; (2) establish or change the percentage of shares that must be held by shareholders in order to call a shareholders meeting or change the time period required for notice of a shareholders meeting; (3) establish or change the quorum requirements at shareholder meetings; (4) prohibit the shareholders or directors from taking action by written consent without a meeting; (5) change directors’ terms of office or provide for the classification of directors; (6) require more than a majority vote of shareholders to remove directors; (7) change the quorum or voting requirements at directors meetings; or (8) remove the requirement that a “control share acquisition” of an “issuing public corporation” must be approved by the shareholders of the corporation to be acquired. Nor is the Board permitted to delegate to a Board Committee the authority to amend the Code of Regulations. This proposal does not seek to change in any way these limitations placed on the Board under Ohio law with respect to amendments of the Code of Regulations. If the Board so amends the Amended and Restated Code, it is required to notify the shareholders of such amendment under federal securities laws. Under Ohio law, the shareholders can always override amendments made by the Board, and the Code of Regulations may never divest the shareholders of the power to adopt, amend or repeal the Code of Regulations.

The following is a chart outlining the primary changes to the current Code of Regulations and By-Laws, as if one document:

Article and Section		Amended and Restated Code of Regulations		Current Code of Regulations and By- Laws (as if one document)
Article I, Section 13		Provides that shareholders may take action without a meeting in writing if signed by all the shareholders except as otherwise provided in the Code of Regulations.		None (provided by Ohio law).
Article II, Section 2		Provides that all directors are elected or appointed for a term of one year, with no separate classes of directors commencing with the 2011 Annual Meeting of Shareholders.		Provides that the directors are divided into three classes, each class consisting of no less than three directors, with staggered three year terms.
Article II, Section 4		Provides for procedures for removal of a director by the Board or by shareholders.		None (provided by Ohio law).
Article II, Section 5		Provides that the Board may fill vacancies in the Board, including vacancies arising by an increase in the number of directors.		None (provided by Ohio law).
Article II, Section 9		Provides fixing of a record date by the Board for the payment of dividends.		None (provided by Ohio law).
Article II, Section 10		Provides for the establishment of an Executive Committee, Nominating/Corporate Governance Committee, Compensation Committee and Audit Committee and such other Committees as may be deemed to be advisable by the Board.		Provides for establishment of an Executive Committee and generally authorizes the Board of Directors to exercise all powers and do all such things as may be lawfully exercised and done.
Article IV, Section 1		Provides for mandatory indemnification of directors and officers. In addition, the Company has the discretion to indemnify employees, agents and others.		Provides for mandatory indemnification of directors, officers or employees of the Company or any person who is serving or has served at its request as a director, officer or employee of another corporation.
Article V		Provides shares of capital stock of the Company may be represented by certificates or they may be uncertificated.		None (provided by Ohio law).
Article II, Section 1		Provides broadly that the business, property and affairs of the Company shall be managed by the Board of Directors.		Provides that the Board shall have complete and absolute jurisdiction over all questions relating to property affairs, management and business of the Company and sets forth certain express powers.
Article VII, Section 1		Provides that the Code of Regulations may be altered, amended, added to or repealed by the Board of Directors (to the extent permitted by Ohio law), by shareholders holding a majority of the outstanding shares or by written consent of shareholders holding 66-2/3% of the outstanding shares.		Provides that an amendment to the Code of Regulations requires the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds of the voting power on such proposal.

Shareholder Approval

Approval of the Amended and Restated Code requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote as of the Record Date. Accordingly, the Amended and Restated Code will be approved if it receives the favorable vote of[5,100,268]shares of the Company’s common stock. Abstentions, broker non-votes, and shares not in attendance and not voted at the annual meeting will have the same effect as votes against this Proposal 4. Unless otherwise directed, shares of common stock represented by proxy will be voted“FOR” the approval of this Proposal 4.

Effective Date

The Amended and Restated Code will go into effect immediately upon approval by shareholders.

Board Recommendation

A copy of the proposed Amended and Restated Code, marked to show changes from the current Code of Regulations, is included as Appendix “B” to this proxy statement.

The Board of Directors recommends a vote “FOR” the approval and adoption of the Amended and Restated Code.

PROPOSAL 5

NON-BINDINGADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Company is committed to excellence in governance and is aware of the significant interest in executive compensation matters by its shareholders. We have determined that providing our shareholders with an advisory vote on executive compensation (referred to as a “say on pay” vote) may give us useful information on the views of our shareholders with regard to the Company’s executive compensation philosophy, policies, and procedures. As you may be aware, recent legislation requires that public companies implement “say on pay” proposals for the first annual meeting after January 2011. However, the Board of Directors has been proactive in adopting the proposal sooner than required.

The Company has designed its executive compensation program to attract, motivate, retain and reward its senior management in order to achieve the Company’s corporate objectives and increase value for our shareholders. The Company believes that its compensation policies and procedures are centered on a pay-for-performance philosophy and are aligned with the long-term interests of our shareholders.

The Company is presenting the following proposal, which gives each shareholder the opportunity to have a voice and endorse or not endorse the Company’s executive pay programcompensation paid to our Named Executive Officers by voting for or against the following resolution:

“RESOLVED, that the shareholders approve the compensation ofpaid to the Company’s Named Executive Officers, as disclosed inpursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis theand related compensation tables and the related disclosure contained in the proxy statement.narrative discussion, is hereby approved.”

As discussed in the Compensation Discussion and Analysis contained in this proxy statement,Proxy Statement, the Compensation Committee of the Board of Directors believes that the executive compensation for fiscal 2010year 2014 is justified by the performance of the Company in an extremely difficulta very competitive environment, it is reasonable and it is the result of a carefully considered approach.

In deciding how to vote on this proposal,Proposal, the Company urges you to consider the various factors regarding compensation matters as discussed in the Compensation Discussion and Analysis. Your vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the compensation policies and practices described in this Proxy Statement.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, our Board values your opinion and the Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Vote Required for Approval

Approval of the proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to be voted on the proposal at the annual meeting.Annual Meeting. Broker non-votes and abstentions are not counted for purposes of this Proposal.

Board Recommendation

The Board recommends a vote “FOR” approval of the compensation of the Company’s Named Executive Officers as set forth in Proposal 5.3.

PROPOSAL 4

VOTE TO APPROVE AMENDMENT TO COMPANY’S AMENDED AND RESTATED CODE OF REGULATIONS

The Board of Directors has approved and recommends your approval of an amendment to the Company’s Code of Regulations to add a new provision which would provide that, unless the Company consents in writing to the selection of an alternative forum, the state and federal courts of the State of Ohio will be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (3) any action asserting a claim against the Company or any of its directors, officers or other employees alleging a violation of Corporate Matters, or (4) any action asserting a claim against the Company governed by the internal affairs doctrine in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. “Corporate Matters” means the Corporation Law of the Ohio Revised Code, the Company’s Second Amended Articles of Incorporation, as amended, the Code of Regulations, and the bylaws.

Through its diverse business, the Company has operations at locations in many different states. Plaintiffs seeking to bring claims against the Company for the matters to which the proposed amendment relates could use the Company’s diverse operations to bring duplicative suits in multiple jurisdictions, or to choose a forum state that may not apply Ohio law to the Company’s internal affairs in the same manner as the state and federal courts the State of Ohio would be expected to do so. The Board believes that Ohio courts are best suited to address disputes involving the Company given that the Company is incorporated in Ohio, operates a facility in Ohio, and the Ohio courts have expertise in matters involving Ohio law. Although some plaintiffs might prefer to litigate matters in a forum outside of Ohio because another court may be more convenient for, or viewed as being more favorable to them (among other reasons), the Board believes that the benefits to the Company and its shareholders, including more efficient litigation, outweigh these concerns. The Ohio courts have expertise in dealing with Ohio corporate law issues and are the most familiar with the application of Ohio law to the matters that could be brought before them. In addition, adoption of this amendment helps to reduce the risk that the Company could be involved in duplicative litigation in more than one forum, as well as the risk that the outcome of cases in multiple forums could be inconsistent even though each forum purports to follow Ohio law. This amendment still gives the Board the flexibility to consent to an alternative forum in instances when the Board deems it appropriate. If approved, this provision would require that state courts in which applicable claims are asserted in contravention of the proposed amendment be willing to enforce its terms. It cannot be assured that all state courts will determine such a provision to be enforceable or will be willing to force the transfer of such proceedings to the Ohio courts.

The proposed amendment would amend the Code of Regulations of the Company to add a new Article VII, the full text of which is attached hereto asAppendix A. You should readAppendix A in its entirety before making a decision as to how to vote your shares in connection with Proposal 4.

PRINCIPAL SHAREHOLDERSVote Required for Approval

Approval of the proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to be voted on the proposal at the Annual Meeting. Broker non-votes are not counted for purposes of this Proposal. Abstentions will be counted and will have the effect of a negative vote against the Proposal.

Board Recommendation

The Board recommends a vote “FOR” approval of the amendment to the Company’s Amended and Restated Code of Regulations as set forth in Proposal 4.

STOCK OWNERSHIP AND SECTION 16 COMPLIANCE

Director and Executive Officer Beneficial Ownership

The following table shows the shares of the Company’s common stock beneficially owned (except as noted) by the Named Executive Officers, the members of our Board, and all executive officers and directors of the Company as a group as of June 30, 2014. “Named Executive Officers,” consistent with Item 402(a) of Regulation S-K promulgated under the Exchange Act, include: (i) the Company’s Chief Executive Officer and individuals acting in a similar capacity during fiscal year 2014, regardless of compensation level; (ii) all individuals serving as the Company’s Chief Financial Officer or acting in a similar capacity during fiscal year 2014, regardless of compensation level; (iii) the Company’s three most highly compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer who were serving as executive officers at the end of fiscal year 2014; and (iv) up to two additional individuals who would have been included under (iii) above but for the fact that the applicable individual was not serving as an executive officer of the Company at the end of fiscal year 2014.

*denotes a percentage of less than 1%

Principal Shareholders

As of June 30, 2010,2014, unless otherwise described in the footnotes below, the persons named in the following table were known by management to be the beneficial owners of more than 5% of the Company’s outstanding common stock. Certain of the beneficial owners listed below share voting and investment power over their respective shares of Company common stock, as detailed in the footnotes below. As a result, certain of the share amounts and percentages stated below are held by multiple beneficial owners.

SECURITY OWNERSHIP OF MANAGEMENTSection 16(a) Beneficial Ownership Reporting Compliance

AsSection 16(a) of June 30, 2010, the following table showsExchange Act requires the sharesCompany’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s common stock beneficially owned (except as noted)equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Named Executive Officers andCompany with copies of all executiveSection 16(a) forms they file. Based solely upon a review of the copies of the forms furnished to the Company, and/or written representations from certain reporting persons, the Company believes that all filing requirements applicable to its officers and directors were met during the fiscal year ended June 30, 2014, other than as set forth below.

Each of Lawrence R. Brand, Robert L. Grimm II, Steven M. Korwin, James M. Lackemacher, Gordon B. Madlock, Michael W. Osborne, Jacob A. Rost, and Cary B. Wood filed one Form 4 late, each of which included a single transaction relating to the Company asreporting person’s forfeiture of certain stock in connection with the Company’s issuance of stock awards to such reporting person. Joseph J. Hartnett filed one Form 4 late, which included a group. “Named Executive Officers,” consistent with Item 402(m)single transaction that was not reported on a timely basis due to a change of Regulation S-KEDGAR access codes. All required forms are now currently filed. SEC rules promulgated under the Exchange Act include: (i) the Company’s Chief Executive Officer and individuals acting in a similar capacity during fiscal 2010, regardless of compensation level; (ii) the Company’s two most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers at the end of fiscal 2010; and (iii) up to two additional individuals who would have been included under (ii) above but for the fact that the applicable individual was not serving as an executive officer ofrequire the Company at the end of fiscal 2010.to disclose all known delinquent Section 16(a) filings by its officers, directors and greater than 10% shareholders.

*denotes a percentage of less than 1%

restricted shares subject to the Sparton Corporation 2010 Long-Term Stock Incentive Plan (“2010 LTIP”). Includes 249,259 shares held by the Company’s pension plan, as to which Mr. Wood holds voting and investment power in his capacity as Chief Executive Officer of the Company, and 25,000 shares that Mr. Wood has the right to acquire pursuant to options exercisable within 60 days of June 30, 2010. Mr. Wood is not a participant in and disclaims beneficial ownership of the shares held by the pension plan.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Executive Summary

In this section, we describe the material components of our executive compensation program for our Named Executive Officers, whose compensation is set forth in the fiscal 2014 Summary Compensation Table and other compensation tables contained in this Proxy Statement:

We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee (referred to in this Section as the “Committee”of our Board of Directors (“Committee”) is authorized (i) to assist management witharrives at specific compensation policies and programs for the Company’s executive officers and management, includingdecisions involving the Named Executive Officers; (ii)Officers.

Our Business

General

The Company is a provider of design, development, and manufacturing services for complex electromechanical devices, as well as sophisticated engineered products complimentary to the same electromechanical value stream. The Company serves the Medical & Biotechnology, Military & Aerospace and Industrial & Commercial markets through three reportable business segments; Medical Device (“Medical”), Complex Systems (“CS”) and Defense & Security Systems (“DSS”).

All of the Company’s facilities are certified to one or more of the ISO/AS standards, including ISO 9001, AS9100 or ISO 13485, with most having additional certifications based on the needs of the customers they serve. The Company’s products and services include offerings for Original Equipment Manufacturers (“OEM”) and Emerging Technology (“ET”) customers that utilize microprocessor-based systems which include transducers, printed circuit boards and assemblies, sensors, and electromechanical components, as well as development and design engineering services relating to these product sales. Sparton also develops and manufactures sonobuoys, anti-submarine warfare (“ASW”) devices used by the United States Navy and other free-world countries. Many of the physical and technical attributes in the production of sonobuoys are similar to those required in the production of the Company’s other electrical and electromechanical products and assemblies.

Medical Segment

Medical segment operations are comprised of contract design, manufacturing, and aftermarket repair and refurbishment of sophisticated medical and biotechnology devices and sub-assemblies. Customers include industry leaders, emerging technologies companies and start-ups. In manufacturing devices for its customers, this business unit follows specific design and manufacturing processes to assure product reliability and safety in accordance with Food and Drug Administration (“FDA”) guidelines and approvals. This group specializes in technologies, systems and processes required by medical OEM and ET customers primarily in the diagnostic, therapeutic, surgical and laboratory device segments of the medical and biotechnology marketplaces. The Medical segment also includes some non-medical customers.

Complex Systems Segment

Complex Systems segment operations are comprised of manufacturing and aftermarket repair and refurbishment of sophisticated printed circuit card assemblies, sub-assemblies, full product assemblies, and cable/wire harnesses. Customers include military and aerospace, as well as industrial and commercial OEM’s. In manufacturing for its customers, this segment adheres to very strict military and aerospace specifications in addition to product and process certifications. Customers are primarily engaged in applications that include: flight controls, industrial and military control systems, cockpit displays, fuel system controls, secure communications, early warning detection, security systems, satellite communications, and audio. The CS segment also includes some medical customers.

DSS Segment

Defense & Security segment operations are comprised of design, development and production of products for both domestic and foreign defense as well as commercial needs. Sparton designs and manufactures anti-submarine warfare (“ASW”) devices known as sonobuoys for the U.S. Navy and foreign governments that meet Department of State licensing requirements. This segment also performs an engineering development function for the United States military and prime defense contractors for advanced technologies ultimately leading to future defense products as well as replacements for existing products. The sonobuoy product line is built to stringent military specifications. These products are restricted by International Tariff and Arms Regulations (“ITAR”) and qualified by the U.S. Navy, which limits opportunities for competition. Sparton is also a provider of ruggedized flat panel display systems for military panel PC workstations, air traffic control and industrial applications. Ruggedized displays are manufactured for prime contractors to specific military grade specifications. Additionally, this business unit internally develops and markets commercial products for underwater acoustics and microelectromechanical (“MEMS”)-based inertial measurement.

For a more detailed discussion of our business, please see Part I, Item 1, “Business”, of our Annual Report on Form 10-K for the year ended June 30, 2014.

2014 Business Highlights

2014 Key Compensation Highlights

2014 Compensation Committee and Governance Highlights

We maintain comprehensive governance standards based on best practices, including the oversight of our executive compensation policies and practices. The following policies and practices were in effect during 2014:

compensation consultant, independent legal counsel, or other advisor retained by our Committee and any conflict of interest with respect to such consultant, legal counsel or other advisor. Our Committee charter already included many of the requirements of the new rules.

Consideration of Last Year’s “Say On Pay” Vote.

Following our annual meeting of shareholders in November 2013, the Committee reviewed the results of the shareholder advisory vote on executive compensation that was held at the meeting with respect to the fiscal year 2013 compensation of the Named Executive Officers;Officers. 99.6% percent of the votes cast (excluding abstentions) were voted in support of the compensation of our Named Executive Officers set forth in the Compensation Discussion and (iii) to recommend, afterAnalysis, the summary compensation table and the related compensation tables and narratives in last year’s proxy statement.

After considering the results of the executives’ performance2013 Say On Pay vote, which indicate that our shareholders overwhelmingly approve of our methodology for establishing compensation, as well as the other factors considered in determining executive compensation as described in this Compensation Discussion and Analysis, the Company’s profitability, the salariesCommittee was encouraged to continue its practices in determining executive compensation.

Specific Compensation and incentive bonusesCorporate Governance Policies and Practices

Our compensation philosophy and related governance features are complemented by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:

The Committee is comprised

Key Features of three independent directors. Their responsibilities are carried out pursuant to authority delegatedOur 2014 Executive Compensation Program

Compensation Philosophy and in accordance with the federal securities laws and other applicable laws and regulations. The Committee is governed by a written charter which can be found on the Company’s website at www.sparton.com.Objectives

Compensation PhilosophyGuiding Principles

The Company has formulated aOur compensation philosophy withhas the objective of fair, competitive and performance-based compensation of its executive officers andour management team, including the Named Executive Officers. The philosophy reflects the beliefWe believe that the total compensation of the executive officers and management should be aligned with the Company’sour performance. While the specific programs may be modified from year to year, theour compensation philosophy has remainedis consistent for many years.in aligning compensation to the attainment of our corporate strategy. The Committee seeks to reward performance with cost-effective compensation that aligns employee efforts with the Company’s businessour corporate strategy through adherence to the following compensation policies:

In devisingOur overall compensation philosophy is generally to pay our employees, including Named Executive Officers, competitively based on market consensus data and maintaining the Company’s executive compensation programs, the Committee reviews publishedcommensurate with our performance. The market consensus data relevant to the compensation of executives in publicly owned competitor companies which operate inincludes information such as salary reports for the manufacturing industry.industry generally and specifically for peer companies. The Committee and Board, with input from management, use the market consensus data points to determine what fair and reasonable compensation would be based on our performance. The Committee also consults with management, and outside accounting and legal advisors as appropriate. The Committee and Board have approved compensation to our management both above and below the market consensus data points. See the narrative discussion beginning at page 29 below for a detailed discussion of our long-term and short-term incentive plans.

Importance of Our Corporate Values

The Sparton Corporate Values guide us in fulfilling our responsibilities to our customers, employees, communities, and shareholders.

Sparton Corporate Values

In assessing our Named Executed Officers’ contributions to Sparton’s performance, the Committee not only looks to results-oriented measures of performance, but also considers how those results were achieved – whether

the decisions and actions leading to the results were consistent with the values embodied in our Corporate Values – and the long-term impact of a Named Executed Officer’s decisions. Corporate Values-based behavior is not something that can be precisely measured; thus, there is no formula for how Corporate Values-based behavior can, or will, impact an executive’s compensation. The Committee and the CEO use their judgment and experience to evaluate whether an executive’s actions were aligned with our Corporate Values.

How We Make Compensation ConsultantsDecisions

Role of the Compensation Committee

The Committee authorized managementis comprised of three independent directors, as defined under the rules of the NYSE. The Committee is responsible for the review and approval of all aspects of our executive compensation program. Among its duties, the Committee is responsible for formulating the compensation recommendations for our CEO and non-CEO executive officers. The recommendation of the Committee must be approved, with respect to engagethe CEO, by the independent directors of the Board, and with respect to the non-CEO executive officers, by the full Board. In addition, the Committee:

The Committee is supported in its work by our CEO, our Vice President of Corporate Human Resources, and Compensation Consultants, as partdescribed below.

The Committee’s charter, which sets out its duties and responsibilities and addresses other matters, can be found on our website at www.sparton.com.

Role of the Chief Executive Officer

Each year our CEO makes recommendations with respect to the compensation of our non-CEO Executive Officers and our Committee reviews these recommendations with the CEO and the Vice President of Corporate Human Resources. The CEO’s recommendations are based upon his assessment of each Executive Officer’s performance, the performance of the individual Executive Officer’s respective business or function, and employee retention considerations. Our Committee reviews the CEO’s recommendations, and approves any compensation changes affecting our Executive Officers as it determines in its sole discretion. Our CEO does not play any role with respect to any matter affecting his own compensation.

Role of the Compensation Consultant

During 2014, the Committee retained Meridian, approved its compensation, determined the nature and scope of its reviewservices, evaluated its performance, and had the authority to terminate its engagement. Meridian provided no other services to the Company.

During 2014 Meridian performed the following specific services which were customized based on parameters not developed by Meridian and about which Meridian did not provide the Committee or the Company with advice.

Peer Companies

Our executive compensation package is designed to be competitive in the market and commensurate with our performance. In making compensation decisions, we analyze executive compensation paid at selected peer companies. Meridian provided our Committee with a list of potential peer companies based on their 8 digit GICS codes, revenue, and market cap. The Committee reviewed this list and then selected the peer companies it believes are most comparable to us. The Committee then requested that Meridian provide it with compensation information, including incentive awards, from such peer companies. The annual revenues of the Company’speer companies during their most recent fiscal year ranged from $140 million to $743 million, with the median revenue being $302 million. Our annual revenue for fiscal year 2014 is $336 million.

The Committee uses the data obtained from Meridian, proxy statements of peer companies, and broad-based market driven compensation programssurveys published from time to time by national human resources consulting firms, together with other information, to assist it in determining the compensation of the Named Executive Officers. The Committee does not target compensation to any specific percentile paid by such peer or other companies, but rather considers compensation of peer and such other companies as one of the factors in making recommendationscompensation decisions. As noted, the Committee approves compensation to the Committee for its consideration. The Company engaged Pearl Meyer & Partners (“PM&P”) during fiscal 2010 to review compensation for certain members of management. The Company requested that PM&P provide survey benchmark information on compensation for management based upon marketplace trends and similar companies. The review focused on base salary, short-term, and long-term incentive compensation for management (which included thirteen employees, including Named Executive Officers). Management used the information from PM&P on base salary, short-term,Officers both above and long-term incentivebelow market consensus data points.

For 2014 executive compensation, in making recommendations to the Committee as to the scope and amountour peer companies were:

Elements of awards for fiscal 2010. The Committee’s recommendations are subject to approval by the Board of Directors.

Components of Compensation

The key elements of the Company’sour executive compensation program are base salary, short-term (annual) incentive and long-term (multi-year) incentive compensation. These elements are addressed separately below.

The Committee does not exclusively use mathematical formulas exclusively to determine compensation. In setting each componentelement of compensation, the Committee considers all elements of an executive’s total compensation package, including base salary, incentive compensation, and the value of benefits.

The following table includes various elements of our executive compensation program, the primary purpose of each element, form of compensation for each element and primary actions taken in fiscal year 2014.

The following is a narrative description of each of the key elements of our executive compensation programs.

Base Salaries

A competitive base salary provides the foundation for a total compensation package required to attract, retain, and motivate executive officers and other members of management, including the Named Executive Officers, in alignment with the Company’sour business strategies. Generally, theThe Committee reviews the proposed annual base salaries for executive officers and management (including the Named Executive Officers other than the Chief Executive Officer) with the Chief Executive Officer and approves his recommendations,the Vice President, Corporate Human Resources, and with modifications considered appropriate.appropriate, provides a recommendation to the Board for its approval. The Committee independently reviews and sets base salary for the Chief Executive Officer, subject to the approval of the independent members of the Board of Directors.

Base salaries are initially premised upon the responsibilities of each Named Executive Officer and may be further adjusted based on industrymarket consensus surveys and related data, including individual experience levels and performance judgments as to the past and expected future contributions of the applicable Named Executive Officer. The Committee reviews each Named Executive Officer’s base salary annually.

Short-Term Incentives

STIP Generally.

On June 26, 2009, the Board of Directors approved and adopted the Sparton Short-Term Incentive Plan (the “STIP”). The STIP did not require shareholder approval. The purpose of the STIP is to increase shareholder value and ensure theour success of the Company by motivating participants to achieve all defined financial and

operating goals and

strategic objectives of the business.business in line with our corporate strategy. The STIP is further intended to attract and retain key employees essential to the success of the business and to provide competitive compensation programs consistent with market competitive pay practices.

The Committee has been appointed by the Board of Directors to administer the STIP. The Committee, with the approval of the Board of Directors, annually selects our executive or key employees, of the Company or its affiliates, including the Company’sour President and Chief Executive Officer, Chief Financial Officer and Named Executive Officers identified by the Committee to be participants in the STIP for any annual performance period. Participation in the STIP is in the sole discretion of the Committee, on an annual performance period by annual performance period basis.STIP. The first annual performance period for which awards under the STIP were made was fiscal year 2010.

The Board of Directors, in its sole discretion, may amend or terminate the STIP, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the STIP will not, without the consent of the participant, alter or impair any rights or obligations under any actual incentive award previously earned by such participant. No award may be granted during any period of suspension or after termination of the STIP. The STIP will remain in effect until terminated.

As discussed above, our overall compensation philosophy, including with respect to awards under the STIP, is generally to pay our employees competitively based on market consensus data, and commensurate with our performance which is aligned to achieve our corporate strategy. Working together, the Committee along with the Chief Executive Officer and the Vice President, Corporate Human Resources, reviews the individual incentive plans and awards to be made to executives and key employees under the STIP (other than the Chief Executive Officer, whose awards are only reviewed by the Committee, and the Vice President, Corporate Human Resources, whose awards are only reviewed by the Chief Executive Officer and the Committee). The recommendations of the Committee are subject to approval of the Board of Directors.

How Awards Are Determined Under The STIP.

The Committee, subject to approval by the Board of Directors, establishes an individual potentialtarget award percentage for each participant equal to a percentage of such participant’s salary. The Company determinesChief Executive Officer (other than with respect to himself) and recommends,the Vice President, Corporate Human Resources, recommend, and the Committee, in its sole discretion, considers, determines and approves the performance goals and objectives applicable to any actual incentive award. The requirementsperformance goals and objectives are driven by achievement of our corporate strategy and may be on the basis of any performance factors the Committee determines relevant, and may be on anincluding individual, business unit or Company-wide basis.performance. Failure to meet the performance goals and objectives of the annual performance period will result in the participant’s failure to earn the actual incentive award, except as otherwise determined by the Committee. Actual incentive award payments will be determined, based on verified achievement levels of established performance goals and objectives for the annual performance period, by the Committee and approved by the Board of Directors.

For each annual performance period, the Committee, subject to approval by the Board of Directors, establishes an incentive award pool.pool (the “STIP Pool”) based on achievement of the financial objectives. Payment of each actual incentive award is made as soon as practicable as determined by the Committee after the completion of the independent audit and filing of the annual reportAnnual Report on Form 10-K for the annual performance period during which the actual performance award was earned. Unless otherwise determined by the Committee, to receive payment of an actual incentive award, a participant must be employed by the Companyus or any affiliate on the last day of the annual performance period, and, subject to certain exceptions in the event of a participant’s death or disability, on the date of payment of the actual incentive award. Actual incentive awards are paid from the incentive award pool in cash in a single lump sum.

The Committee may, in its sole discretion, grant an award for an extraordinary individual contribution which substantially benefits the Companyus but is not reflected in the achievement of a participant’s individual goals.

The Board of Directors, in its sole discretion, may amend or terminate the

2014 STIP or any part thereof, at any time and for any reason. The amendment, suspension or termination of the STIP will not, without the consent of the participant, alter or impair any rights or obligations under any actual incentive award earned by such participant. No award may be granted during any period of suspension or after termination of the STIP. The STIP will remain in effect until terminated.Awards.

The Committee, with the approval of the Board of Directors, selected certain71 key employees, including the Named Executive Officers, to be participants in the STIP for the annual performance period ending June 30, 20102014 and established target awards for that period.period in line with our corporate strategy based on EBITDA and Net Sales (each term as defined below) and personal objectives, the funding for which came from the STIP Pool. The individual target award percentages for these participants ranged from 10% to 85% of a participant’s base salary. The performance goals and objectives were based upon various components, including consolidated financial results, business unit financial results and measured personal objectives. These components were weighted separately for each participant. Awards were payable on a graduated scale ranging from a threshold of 50% of the target award for each component up to a maximum of 200% of the target award for that component.component, subject to availability of funds under the STIP Pool. No award for a component was payable if performance was below the threshold. The funds available for award under the STIP Pool for fiscal 2010 were $1,222,000,year 2014 was set at $2,219,133, assuming a paymentachievement of 100% of the target awardfinancial objective described under “Target for each selected participant. For each Named Executive Officer,Objectives under the potential award was determined solely based uponSTIP,” below.

Target Awards as a Percentage of Base Salary under the Company’s consolidated financial results (which includes consideration of earnings before tax and cash generated by operations, as set bySTIP. The following table sets forth the Compensation Committee).

The target awards for each of Messrs. Wood, Slome and Madlockthe Named Executive Officers as a percentage of their base salaries were 85%, 35%for fiscal year 2014:

Target for Objectives under the STIP. The following table sets forth the threshold, target, maximum and 40%, respectively. actual amounts for each of the EBITDA and Net Sales objectives for fiscal year 2014: