TESSCO TECHNOLOGIES INC (Form: 8-K, Received: 07/22/2011 16:15:58)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2011

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-24746	52-0729657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 21, 2011, the Board of Directors of TESSCO Technologies Incorporated (the “Company”) approved amendments to the Company’s By-Laws to allow for the consent of directors to be given by electronic transmission.

The summary description of the amendments to the Company’s By-Laws set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of amended Section 2.8 and amended Section 3.2 of the Company’s Bylaws, as included in the First Amendment to Sixth Amended and Restated By-Laws which is incorporated herein by reference as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on July 21, 2011, at its offices in Timonium, Maryland. Of the 7,751,131 shares of common stock outstanding as of the record date for the Annual Meeting, 7,251,649 shares, or 93.56% of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy. Four proposals were properly submitted to the shareholders for a vote at the Annual Meeting. These proposals are described as Proposal Nos. 1 through 4 in the Definitive Proxy Statement for the Annual Meeting filed by the Company with the Securities and Exchange Commission in anticipation of the Annual Meeting. No other proposals were properly presented for a vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast "for" or "against" each matter and the number of abstentions and broker non-votes with respect to each matter, both in person and by proxy.

Proposal No.1 - Election of Directors . Each of Robert B. Barnhill, Jr. and Ben Konsynski, Ph.D were elected to serve as a member of the Board of Directors of the Company (the "Board") for a term expiring at the Annual Meeting of Shareholders to be held in 2012 and until his successor is duly elected and qualified, as follows:

Director	Votes FOR	Votes WITHHELD	Broker Non-Votes
Robert B. Barnhill, Jr.	4,821,342	1,003,487	1,426,820
Ben Konsynski, Ph.D	4,821,747	1,003,082	1,426,820

The term of office of each of Jay G. Baitler, John D. Beletic, Daniel Okrent, Dennis J. Shaughnessy and Morton F. Zifferer, Jr. continued following the meeting.

Proposal No.2 - Ratify Independent Registered Public Accountants . The appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year 2012 was ratified, as follows:

FOR	6,133,313
AGAINST	31,427
ABSTAIN	1,086,909

Proposal No.3 - Amendments to Second Amended and Restated 1994 Stock and Incentive Plan. The stockholders voted to approve the proposal to amend the Second Amended and Restated 1994 Stock and Incentive Plan to increase the aggregate number of shares of common stock that may be issued at any time pursuant to awards granted thereunder by 690,000 from 2,863,125 to 3,553,125, and to extend the termination date, after which awards may no longer be granted thereunder, from July 22, 2014 to July 21, 2016, as follows:

FOR	4,551,627
AGAINST	434,096
ABSTAIN	839,106
Broker Non-Votes	1,426,820

Proposal No.4 - Approval of Second Amended and Restated1994 Stock and Incentive Plan . The stockholders voted to approve the proposal to approve the Second Amended and Restated 1994 Stock and Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, as follows:

FOR	4,877,189
AGAINST	118,333
ABSTAIN	829,307
Broker Non-Votes	1,426,820

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
3.1		First Amendment to Sixth Amended and Restated By-Laws of the Company.
10.1		First Amendment to Second Amended and Restated 1994 Stock and Incentive Plan of TESSCO Technologies Incorporated

Information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in the TESSCO Technologies Incorporated Annual Report on Form 10-K and other of the Company's filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TESSCO Technologies Incorporated


By:	/s/ David M. Young
	David M. Young
	Senior Vice President and Chief Financial Officer


	Dated: July 22, 2011

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
3.1		First Amendment to Sixth Amended and Restated By-Laws of the Company.
10.1		First Amendment to Second Amended and Restated 1994 Stock and Incentive Plan of TESSCO Technologies Incorporated.

EXHIBIT 3.1

First Amendment to Sixth Amended and Restated Bylaws of TESSCO Technologies Incorporated

(1) Section 2.8 of the Sixth Amended and Restated Bylaws is further amended and restated in its entirety to allow for the consent of directors to be given by electronic transmission, as follows:

Section 2.8 Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or committee of the Board of Directors may be taken without a meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(2) To avoid redundancy with amended Section 2.8 (which also applies to actions by committees of the Board of Directors) and confusion as to whether the Compensation Committee may similarly act by consent in writing or by electronic transmission, Section 3.2 of the Sixth Amended and Restated Bylaws is further amended to remove thereform the following sentence: “Action may be taken without a meeting if unanimous written consent is filed with the records of the committee.” As amended, Section 3.2 of the bylaws as currently in effect reads as follows:

Section 3.2 Compensation Committee . The Board of Directors, by resolution or resolutions adopted by a majority of the whole Board of Directors, shall designate a Compensation Committee, composed of at least three (3) Directors. The Compensation Committee shall hold office at the pleasure of the Board of Directors. The Compensation Committee shall have the responsibility of making recommendations to the Board of Directors on matters relating to any employee stock purchase programs, incentive stock option plans and awards, bonus plans and the determination of compensation for officers and Directors of the Company. If any position on the Compensation Committee becomes vacant, such vacancy may be filled by the Board of Directors except as otherwise provided by contract. The Compensation Committee shall hold formal meetings and keep minutes of all of its proceedings. A copy of such minutes shall, after approval by the members of the Committee, be sent to all Directors as a matter of information. The presence of not less than a majority of the Committee shall be necessary to constitute a quorum. The Compensation Committee shall have the power to elect one of its members to serve as its Chairman unless the Board of Directors shall have designated such Chairman. Recommendations of the Compensation Committee shall be adopted by the Board of Directors unless there shall be reasonable justification for the Board of Directors not to implement the recommendations of the Compensation Committee.

EXHIBIT 10.1

First Amendment to Second Amended and Restated 1994 Stock

and Incentive Plan of TESSCO Technologies Incorporated

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED 1994 STOCK AND INCENTIVE PLAN OF TESSCO TECHNOLOGIES INCORPORATED , a Delaware corporation, further amends the Second Amended and Restated 1994 Stock and Incentive Plan of TESSCO Technologies Incorporated, as hereinafter set forth (as amended hereby, the “Plan”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Plan

1. The aggregate number of shares available for Award at any time pursuant to the Plan has been increased by 690,000 from 2,863,125 to 3,553,125, subject to further adjustment from time to time provided under the terms of the Plan, and to that end, Section 5a(i) of the Plan is amended to read as follows:

“Subject to any adjustment pursuant to Section 8 of this Plan the aggregate number of shares available with respect to which Awards may be granted under the Plan shall be 3,553,125.”

2. The date through which Awards may be granted pursuant to the Plan has been extended from July 22, 2014 to July 21, 2016 and to that end, Section 3(b) of the Second Amended and Restated 1994 Stock and Incentive Plan is amended to read in full as follows:

“(b) TERMINATION. No Award shall be granted under this Plan after July 21, 2016; PROVIDED, HOWEVER, that any Award theretofore granted may be extended beyond such date unless expressly provided otherwise herein or the Award Agreement; PROVIDED FURTHER, to the extent set forth in Section 8 hereof, the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such award or to waive any conditions or restrictions with respect to any such Award and the authority of the Board of Directors to amend the Plan shall extend beyond such date.”

3. Section 9(c) of the Second Amended and Restated Stock and Incentive Plan is amended and restated in its entirety as follows:

(c) ACCELERATION. Except as otherwise provided hereunder, the Committee may in its discretion, accelerate the time in which an outstanding Award granted hereunder may be exercised. With respect to Restricted Stock, in connection with the consummation of a public tender offer for all or any portion of the shares of the Company, or consummation of a merger or consolidation of the Company with another entity, the Committee, in its sole discretion, may shorten or eliminate the Restriction Period consistent with the best interests of the Company

The foregoing amendments to the Plan were approved by the Board of Directors and, where required, the shareholders of the Company in accordance with applicable law, effective as of July 21, 2011, and by order of the Board of Directors of TESSCO Technologies Incorporated, this First Amendment to Second Amended and Restated 1994 Stock and Incentive Plan of TESSCO Technologies Incorporated shall be appended to and become part of the Plan.