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): | June 14, 2011 |
| Wireless Telecom Group, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| New Jersey |
| (State or Other Jurisdiction of Incorporation) |
| 001-11916 | 22-2582295 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 25 Eastmans Road | |
| Parsippany, New Jersey | 07054 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (973) 386-9696 |
| (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 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2011, Wireless Telecom Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 24,965,286 shares of the Company’s common stock were entitled to vote as of April 28, 2011, the record date for the Annual Meeting. There were 14,096,629 shares present in person or by proxy at the Annual Meeting. The following matter, which was set forth in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 29, 2011, was voted on at the Annual Meeting. The final results of such voting are as indicated below.
| 1. |
Election of the seven nominees listed below to serve on the Board of Directors of the Company for a term of one year or until their respective successors are elected and qualified: |
|
| Nominee | For | Withhold Authority | ||
| Adrian Nemcek | 12,653,546 | 1,443,083 | ||
| Hazem Ben-Gacem | 12,270,185 | 1,826,444 | ||
| Henry L. Bachman | 12,482,166 | 1,614,463 | ||
| Joseph Garrity | 12,661,566 | 1,435,063 | ||
| Paul Genova | 12,406,555 | 1,690,074 | ||
| Glenn Luk | 12,278,497 | 1,818,132 | ||
| Rick Mace | 12,655,866 | 1,440,763 |
On the basis of the above votes, all nominees listed above were duly elected to serve on the Board of Directors of the Company for a term of one year or until their respective successors are elected and qualified.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WIRELESS TELECOM GROUP, INC. | ||||
| Date: June 15, 2011 | By: | /s/ Paul Genova | ||
| Paul Genova | ||||
| Chief Executive Officer and Director | ||||