UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 17, 2019

WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
Delaware
 
0-27266
 
36-3154957
(State of other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
750 North Commons Drive, Aurora, Illinois
 
60504
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (630) 898-2500
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Class A Common Stock, $.01 par value
WSTL
NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




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

On September 17, 2019, the stockholders of Westell Technologies, Inc. (the “Company”) approved the Westell Technologies, Inc. 2019 Omnibus Incentive Compensation Plan (the “2019 Plan”).

The 2019 Plan is intended to constitute a stock-based and cash incentive plan for the Company, and includes provisions by which the Company may grant directors and key employees stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share awards, other equity awards and cash incentive awards, as described in the Company’s Definitive Proxy Statement for its 2019 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on July 26, 2019 (the “2019 Proxy Statement”).

The foregoing description of the 2019 Plan is not complete and is qualified in its entirety by the full text of the 2019 Plan, which was included as Annex A to the 2019 Proxy Statement and is incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on September 17, 2019. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
Proposal 1-Election of Directors:
Each person duly elected at the Annual Meeting to serve as a director until the Company’s 2020 Annual Meeting of Stockholders received the number of votes indicated beside his or her name below.
Nominee
 
For
 
Withheld
 
Broker Non-Vote
Kirk R. Brannock
 
15,188,402
 
2,684,370
 
5,118,650
Scott C. Chandler
 
16,298,940
 
1,573,832
 
5,118,650
Timothy L. Duitsman
 
16,135,699
 
1,737,073
 
5,118,650
Robert W. Foskett
 
15,123,776
 
2,748,996
 
5,118,650
Robert C. Penny III
 
14,576,234
 
3,296,538
 
5,118,650
Cary B. Wood
 
16,312,734
 
1,560,038
 
5,118,650
Mark A. Zorko
 
16,311,453
 
1,561,319
 
5,118,650

Proposal 2-Approval of the Westell Technologies, Inc. 2019 Omnibus Incentive Compensation Plan. This proposal was approved.
 
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Approval of the Westell Technologies, Inc. 2019 Omnibus Incentive Compensation Plan
 
15,167,642

 
2,653,789

 
51,341

 
5,118,650


Proposal 3-Ratification of the appointment of Grant Thornton LLP, independent auditors, as auditors for the fiscal year ending March 31, 2020. This proposal was approved.

 
 
For
 
Against
 
Abstain
Appointment of independent auditors
 
20,860,547

 
68,840

 
2,062,035






Proposal 4-Advisory Vote to approve Executive Compensation, as described in the proxy materials. This proposal was approved.

 
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Advisory Vote to approve Executive Compensation
 
15,096,448

 
2,716,826

 
59,498

 
5,118,650



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits







SIGNATURES
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.
 
 
 
 
 
 
 
 
 
WESTELL TECHNOLOGIES, INC.
 
 
 
Date:
September 23, 2019
 
By:
/s/ Jeniffer L. Jaynes
 
 
 
 
Jeniffer L. Jaynes
 
 
 
 
Interim Chief Financial Officer, Vice President and Corporate Controller