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 11, 2018
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
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| Delaware | | 0-27266 | | 36-3154957 |
(State of other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
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| Item 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Westell Technologies, Inc. (the “Company“) was held on September 11, 2018. At the Annual Meeting, the stockholders voted on the following three 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 2019 Annual Meeting of Stockholders received the number of votes indicated beside his name below.
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| Nominee | | For | | Withheld | | Broker Non-Vote |
| Kirk R. Brannock | | 16,617,616 | | 1,202,779 | | 5,906,681 |
| Scott C. Chandler | | 17,381,438 | | 438,957 | | 5,906,681 |
| Robert W. Foskett | | 16,301,706 | | 1,518,689 | | 5,906,681 |
| Robert C. Penny III | | 16,027,641 | | 1,792,754 | | 5,906,681 |
| Cary B. Wood | | 17,364,338 | | 456,057 | | 5,906,681 |
| Mark A. Zorko | | 17,333,162 | | 487,233 | | 5,906,681 |
Proposal 2-Ratification of the appointment of Grant Thornton LLP, independent auditors, as auditors for the fiscal year ending March 31, 2019. This proposal was approved.
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| | | For | | Against | | Abstain |
| Appointment of independent auditors | | 23,479,631 |
| | 196,959 |
| | 50,486 |
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Proposal 3-Advisory Vote to approve Executive Compensation, as described in the proxy materials. This proposal was approved.
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| | | For | | Against | | Abstain | | Broker Non-Vote |
| Advisory Vote to approve Executive Compensation | | 17,349,635 |
| | 414,106 |
| | 56,654 |
| | 5,906,681 |
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On September 11, 2018, the Board of Directors of the Company appointed Cary B. Wood to serve as Chairman of the Compensation Committee. Mr. Wood replaces Dennis O. Harris, Chair of the Compensation Committee since 2017, who completed his term as a director at the 2018 Annual Meeting. The Board of Directors also appointed Scott C. Chandler to serve as a member of the Audit and Compensation Committees.
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| 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.
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| | | | | WESTELL TECHNOLOGIES, INC. |
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| Date: | September 12, 2018 | | By: | /s/ Thomas P. Minichiello |
| | | | | Thomas P. Minichiello |
| | | | | Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
