TESSCO TECHNOLOGIES INC (Form: 8-K, Received: 07/30/2013 16:03:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 26, 2013

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)

(410) 229-1000

(Registrant's telephone number, including area code)

Not Applicable

(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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

TESSCO Technologies Incorporated (the "Company") held its Annual Meeting of Shareholders on July 26, 2013, at its offices in Timonium, Maryland. Of the 8,211,407 shares of common stock outstanding as of the record date for the Annual Meeting, 7,620,369 shares, or 92.8% of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy. Two proposals were properly submitted to the shareholders for a vote at the Annual Meeting. These proposals are described as Proposal Nos. 1 and 2 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., Jay G. Baitler, John D. Beletic, Benn Konsynski, Ph.D, Dennis J. Shaughnessy and Morton F. Zifferer, Jr. were elected to serve as a member of the Board of Directors of the Company for a term expiring at the Annual Meeting of Shareholders to be held in 2014 and until his successor is duly elected and qualified, as follows:

Director	Votes FOR	Votes WITHHELD	Broker Non-Votes
Robert B. Barnhill, Jr.	5,644,875	588,918	1,386,576
Jay G. Bailter	6,065,414	168,379	1,386,576
John D. Beletic	5,648,982	584,811	1,386,576
Benn Konsynski, PH.D	5,691,039	542,754	1,386,576
Dennis J. Shaughnessy	5,646,915	586,878	1,386,576
Morton F. Zifferer, Jr.	5,649,182	584,611	1,386,576

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			7,152,986
AGAINST			452,508
ABSTAIN			14,874

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2013, Mr. Dan Okrent had notified the Company of his intention to retire from the Board of Directors effective as of the calling to order of the 2013 Annual Meeting of Shareholders. Accordingly, after nine years of service, Mr. Okrent retired from the Board of Directors on July 26, 2013, upon the calling to order of the 2013 Annual Meeting. Also as previously disclosed, upon the effective time of Mr. Okrent’s retirement, the size of the Board of Directors was reduced from seven to six members.

Following the 2013 Annual Meeting, the Board of Directors named Benn Konsynski, Ph.D., as Chairman of the Nominating and Governance Committee of the Board of Directors, to fill the position vacated by Mr. Okrent upon his retirement.

Finally, the Company adopted a revised form of Restricted Stock Unit Award (the “Award”) pursuant to our Second Amended and Restated 1994 Stock and Incentive Plan (the “Plan”). The Award sets forth the terms and conditions on which Restricted Stock Unit Awards are to be made under the Plan. The changes to the prior form of restricted stock unit award, as reflected by the Award are considered clarifying and not material. The revised form of Award is used for the grant of Restricted Stock Unit Awards, beginning in fiscal 2014. The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of our form of Restricted Stock Unit Award filed as Exhibit 10.1 hereto and incorporated herein by this reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibit.

Exhibit
Number	Description
10.1	Form of Restricted Stock Unit Award.

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.

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SIGNATURE

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/ Aric M. Spitulnik
	Aric M. Spitulnik
	Vice President, Controller, and Principal Accounting Officer

	Dated: July 30, 2013

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INDEX TO EXHIBITS

Exhibit
Number		Description
10.1		Form of Restricted Stock Unit Award.

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TESSCO TECHNOLOGIES INCORPORATED

RESTRICTED STOCK UNIT AWARD

THIS RESTRICTED STOCK UNIT AWARD (this “ Award ”) is made as of _____ (the “ Grant Date ”), by and between TESSCO TECHNOLOGIES INCORPORATED , a Delaware corporation (the “ Company ”), and [GRANTEE] (“ Grantee ”).

EXPLANATORY STATEMENT

Grantee has been elected to serve as a member of the Board of Directors of the Company (a “ Director ”). As an additional incentive to Grantee to further the Company’s growth and success, the Company has agreed to grant and issue to Grantee, pursuant to the Company’s 1994 Stock and Incentive Plan, as amended (the “ Plan ”), [NUMBER (#)] restricted stock units, each of which represents the right to receive one (1) share of the Company’s common stock, par value $0.01 per share, subject to the terms and conditions set forth in this Award.

NOW, THEREFORE , in consideration of the mutual promises set forth below, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and to evidence the grant of and to set forth the terms and conditions governing the grant and vesting of the Award Shares (as defined below) and the parties’ other agreements related thereto, Grantee and the Company agree as follows:

AGREEMENTS

SECTION 1. GRANT

The Company hereby grants to Grantee as of the Grant Date, and Grantee hereby accepts from the Company, pursuant to the Plan, [NUMBER (#)] restricted stock units, each of which represents the right to receive one (1) share of Common Stock (each such share an “ Award Share ” and together the “ Award Shares ”), subject to the terms and conditions set forth in this Award. Award Shares that, as of any given time, have vested and become distributable in accordance with this Award are referred to in this Award as, and as of such time constitute, “ Vested Shares .” Award Shares that have not yet vested and become distributable in accordance with this Award as of any given time constitute, as of such time, “ Nonvested Shares .” All Vested Shares shall, upon issuance in accordance with this Award, be deemed fully paid and nonassessable.

SECTION 2. DEFINED TERMS

The following capitalized terms have the meanings set forth below:

“ Change in Control ” means the occurrence of any of the following:

(i) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (other than Robert B. Barnhill, Jr., his affiliates, and members of his family) becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then-outstanding securities of the Company; or

(ii) there is a change in the composition of a majority of the Board of Directors of the Company within twelve (12) months after any “person” (as defined above) (other than Robert B. Barnhill, Jr., his affiliates, and members of his family) becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the then-outstanding securities of the Company; or

(iii) there is consummated any consolidation or merger or share exchange involving the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of the Company’s Common Stock immediately before the merger have substantially the same proportionate ownership of common stock of the surviving entity immediately after the merger; or

(iv) there is consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or a substantial portion of the assets of the Company other than to one or more of its wholly-owned subsidiaries; or

(v) the stockholders of the Company approve a plan or proposal for the complete or partial liquidation, dissolution, or divisive reorganization of the Company.

“ Common Stock ” means the Company’s common stock, the current par value of which is $.01 per share.

“ Disability ” means a physical or mental disease, injury, or infirmity that prevents you (despite the provision of reasonable accommodations as required by law) from performing the substantial duties of your position for a period of one hundred eighty (180) consecutive days as certified by a physician designated by or acceptable to the Company.

“ Required Resignation ” means Grantee’s resignation as a Director (whether or not such resignation is accepted) pursuant to a provision of the Company’s bylaws or charter that requires an individual who has otherwise been elected to serve as a Director but who did not receive at least a majority of the votes cast for his or her election to tender his or her resignation.

“ Transfer ” means (i) to sell, assign, transfer, convey, pledge, hypothecate, or otherwise encumber or dispose of, either voluntarily or by operation of law (whether by virtue of execution, attachment, or similar process) or (ii) a sale, assignment, transfer, conveyance, pledge, hypothecation, or other encumbrance or disposition, either voluntarily or by operation of law (whether by virtue of execution, attachment, or similar process).

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SECTION 3. VESTING AND FORFEITURE OF AWARD SHARES

3.1. In General . As of the Grant Date, all of the Award Shares shall be Nonvested Shares. Except as otherwise provided in Section 3.2 with respect to accelerated vesting and in Section 3.3 with respect to forfeiture of Nonvested Shares, twenty five percent (25%) of the original number of Award Shares (or such number of Award Shares as shall take into account any adjustment made pursuant to SECTION 4) shall vest on each of the following dates: May 1, 2014, May 1, 2015, May 1, 2016, and May 1, 2017 (each such date a “ Vesting Date ”) if the Grantee continues to be a Director on such Vesting Date. For the avoidance of doubt, the Award Shares shall vest pursuant to the foregoing sentence on an annual basis rather than on a daily basis.

3.2. Accelerated Vesting . Notwithstanding any other provision of this Award, except as expressly provided in in Section 3.3, any and all Nonvested Shares shall vest immediately:

(a) If Grantee ceases to be a Director for any reason, including as a result of:

(i) Grantee’s Required Resignation;

(ii) Grantee’s resignation as a Director on account of Disability;

(iii) Grantee’s failure to be nominated or elected for an additional term; or

(iv) The death of Grantee.

(b) Effective upon the occurrence of a Change in Control.

3.3. Forfeiture of Rights to Nonvested Shares . If Grantee (i) voluntarily resigns as a Director before the end of Grantee’s then-current term (other than on account of Disability) or (ii) is nominated but declines a nomination for a subsequent term, any and all rights to receive Nonvested Shares shall immediately be forfeited without compensation to Grantee, and this Award shall terminate and be of no further force and effect. A Required Resignation shall not be treated as a voluntary resignation for purposes of this Section.

SECTION 4. ADJUSTMENT OF NUMBER OF SHARES

In the event of any change in the number of outstanding shares of Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitalization, share split, reverse share split, share distribution, or combination of shares or the payment of a share dividend, the number of then-unissued Award Shares, whether Vested Shares or Nonvested Shares, shall be adjusted pursuant to the Plan so as to be treated in such transaction in a manner that is substantially identical to the manner in which the then-outstanding shares of Common Stock are treated.

SECTION 5. RESTRICTIONS ON TRANSFER

Grantee may not Transfer any right, whether fixed or contingent, to receive Nonvested Shares, and any purported Transfer of Nonvested Shares or any right to receive Nonvested Shares shall be ineffective. From and after the date of issuance thereof, Grantee shall have the full and unencumbered ownership of and right to Transfer and otherwise deal with all Vested Shares as Grantee deems fit, subject only to such restrictions as may be imposed by federal and state securities laws.

SECTION 6. RIGHTS AS STOCKHOLDER

Grantee shall not have or be entitled to exercise any of the rights of a stockholder with respect to any Award Shares, whether Vested Shares or Nonvested Shares, until such time (if any) as such Award Shares vest in accordance with SECTION 3 and are issued and distributed to Grantee, including any right to vote such Award Shares or to receive dividends or other distributions payable with respect to such Award Shares.

SECTION 7. CERTIFICATES

No certificates evidencing Nonvested Shares shall be issued in Grantee’s name. As and when Nonvested Shares from time to time vest, Grantee shall be entitled to receive possession of certificates evidencing such Vested Shares, subject only to such restrictions as may be imposed by federal and state securities laws.

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SECTION 8. WITHHOLDING AND TAXES

8.1. In General . The Company shall have the right to require Grantee to remit to the Company, or to withhold from other amounts payable to Grantee (as compensation, fees, or otherwise), an amount sufficient to satisfy any and all federal, state, and local withholding tax requirements when such amounts become due, if applicable.

8.2. Notice to Grantee . The Company shall endeavor to give written notice to Grantee no later than ten (10) days before the date by which the Company must collect or withhold any taxes relating to this Award of the date any such taxes must be received by the Company and an estimate of the amount of such taxes.

8.3. Surrender of Award Shares to Pay Taxes . Grantee may elect, by written notice to the Company at least five (5) days before the date on which such taxes must be received by the Company, to surrender a whole number of Vested Shares having a fair market value that equals the amount of the taxes that the Company is required to withhold (determined at the applicable statutory rates and without regard to circumstances particular to the Grantee) (the “ Statutory Withholding Amount ”). To the extent that the number of Vested Shares so surrendered exceeds the Statutory Withholding Amount, the Company shall, in lieu of issuing any fractional shares, remit to Grantee in cash the difference between the value of the Award Shares surrendered and the Statutory Withholding Amount as soon as administratively feasible after Grantee surrenders the Award Shares. The Board of Directors, in the exercise of its sole discretion, shall (consistently with Section 8.4) determine both the fair market value of such Award Shares surrendered pursuant to this Section 8.3 and the date as of which such valuation occurs.

8.4. “ Fair Market Value .” The “fair market value” of Award Shares on any given day means the average closing price per share of such shares on the ten consecutive trading days ending two days before the date of such determination; or, if not listed on any such exchange or quotation system, the average of the bid and asked prices of the shares as reported by the National Association of Securities Dealers as of the day before the date of the determination of the fair market value; or, if not so reported, the fair market value of the shares as of the day before the date of such determination as determined in good faith by the Board of Directors.

8.5. Section 409A . Any payments to Grantee pursuant to this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, as short-term deferrals pursuant to Treasury Regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2).

SECTION 9. MISCELLANEOUS

9.1. Notices . Any notice or communication required or permitted by this Award will be deemed to be received by the party to whom the notice or communication is addressed if delivered in person or by commercial courier service or sent by first class mail, postage prepaid: if to the Company, addressed to the attention of the Company’s Chief Financial Officer at the Company’s principal office in the State of Maryland and, if to Grantee, addressed to Grantee to the address set forth below Grantee’s signature to this Award or at the address reflected in the Company’s records; or in either case to such other address as either party notifies the other in accordance with this Section.

9.2. Entire Agreement . This Award contains the entire agreement between the parties, and supersedes any prior agreements or understandings between them, relating to the subject of this Award.

9.3. Governing Law . The validity, construction and effect of this Award, and any rules and regulations relating thereto, shall be determined in accordance with federal law and the laws of the State of Delaware (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).

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9.4. Severability . If any provision of this Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Board of Directors, materially altering the intent of this Award, such provision shall be stricken as to such jurisdiction and the remainder of this Award shall remain in full force and effect.

9.5. Amendment of Award . This Award may not be amended except in writing and executed by both parties hereto, and no course of conduct by either party or between the parties will be deemed to amend the terms and conditions of this Award, unless such amendment is reduced to writing and executed by both parties.

9.6. Waiver . The waiver of any breach of any provision of this Award by either of the parties shall not constitute or operate as a waiver of any other breach of any provision of this Award, and any failure to enforce any provision of this Award in any particular instance shall not operate as a waiver of any existing or future rights, duties, or obligations arising out of this Award.

9.7. No Fractional Shares . No fractional shares of Common Stock shall be issued or delivered pursuant to this Award, and the Board of Directors shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

9.8. Headings . The headings and subheadings in this Award are for convenience of reference only and shall not be given any effect in the interpretation of this Award.

9.9. Counterparts . This Award may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. A counterpart signature page delivered by fax or other electronic means shall be effective to the same extent as an original thereof.

IN WITNESS WHEREOF , the parties have caused this Restricted Stock Award to be executed as of the Grant Date.

TESSCO TECHNOLOGIES INCORPORATED

By:___________________________________

Robert B. Barnhill, Jr.

Chairman and Chief Executive Officer


	__________________________________
	[GRANTEE]

	Address:
	__________________________________

	__________________________________

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