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):
June 15, 2017
RELM Wireless
Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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59-3486297
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code:
(321) 984-1414
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:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
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. [ ]
The
stockholders of RELM Wireless Corporation (the
“Company”) approved the 2017 Incentive Compensation
Plan (the “2017 Plan”) at the Annual Meeting of
Stockholders held on June 15, 2017 (the “Annual
Meeting”). The 2017 Plan replaces the Company’s 2007
Incentive Compensation Plan, which was previously approved by the
stockholders in 2007 (the “2007 Plan”). No new awards
will be granted under the 2007 Plan.
The
objective of the 2017 Plan is to provide incentives to attract and
retain key employees, non-employee directors and consultants and
align their interests with those of the Company’s
stockholders. The 2017 Plan will be administered by the
Compensation Committee of the Board of Directors and will have a
term of ten years. All non-employee directors of the Company and
employees and consultants of the Company and its subsidiaries
designated by the Compensation Committee are eligible to
participate in the 2017 Plan and to receive awards, including stock
options (which may be incentive stock options or nonqualified stock
options), stock appreciation rights (“SARS”),
restricted shares, restricted share units, or other share-based
awards and cash-based awards. The 2017 Plan also authorizes the
Compensation Committee to grant awards under the 2017 Plan that are
intended to qualify for exemption from Section 162(m) of the
Internal Revenue Code of 1986, as amended, as “qualified
performance-based compensation.”
The
maximum number of shares that may be issued or transferred with
respect to awards under the 2017 Plan is 1,000,000 shares
(including 293,337 shares available as of December 31, 2016 for
issuance under the 2007 Plan), decreased by the number of shares
subject to awards granted under the 2007 Plan after December 31,
2016 and prior to June 15, 2017, and increased by the number of
shares covered by outstanding awards under the 2007 Plan after
December 31, 2016 that are forfeited, cancelled, surrendered,
settled in cash or otherwise terminated without the issuance of
shares. The number of shares available for issuance under the 2017
Plan is also subject to adjustment in certain circumstances. Shares
underlying awards that are settled in cash or that expire or are
forfeited, cancelled, surrendered or otherwise terminated without
the issuance of shares will again be available for issuance under
the 2017 Plan. Shares used to pay the exercise price of stock
options, repurchased by the Company with stock option proceeds, or
used to pay withholding taxes upon exercise, vesting or payment of
an award, will not again be available for issuance under the 2017
Plan. In addition, when a SAR is exercised and settled in shares,
all of the shares underlying the SAR will be counted against the
share limit of the 2017 Plan regardless of the number of shares
used to settle the SAR.
All of
the shares authorized for grant under the 2017 Plan may be issued
pursuant to incentive stock options. In addition, the following
annual limitations apply to awards that are intended to qualify for
exemption from Section 162(m) as “qualified performance-based
compensation”: (i) the maximum number of shares that may be
subject to stock options or SARs granted in any calendar year to
any one participant is 500,000 shares, (ii) the maximum aggregate
number of shares of restricted stock and shares issuable or
deliverable under restricted share units and other share-based
awards granted in any calendar year to any one participant is
500,000 shares, and (iii) the maximum aggregate cash compensation
that can be paid pursuant to cash-based awards or other share-based
awards granted in any calendar year to any one participant is (a)
$5,000,000 with respect to any 12-month performance period
(pro-rated for any performance period of less than 12 months) or
(b) with respect to any performance period of more than 12 months,
$5,000,000 multiplied by the number of full 12-month periods in the
applicable performance period.
The
2017 Plan also provides that the aggregate grant date fair value
(determined as of the applicable date(s) of grant in accordance
with applicable financial accounting rules) of all awards granted
to any non-employee director during any single calendar year, taken
together with any cash fees paid to such person during such
calendar year, shall not exceed $200,000.
A
summary of the 2017 Plan is included in Proposal Five of the
Company’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 25, 2017 (the
“Proxy Statement”), which summary is incorporated in
its entirety herein by reference. The summaries of the 2017 Plan
contained herein and in the Proxy Statement do not purport to be
complete and are subject to, and qualified in their entirety by
reference to, the full text of the 2017 Plan, a copy of which has
been filed as an exhibit to the Registration Statement on Form S-8,
filed with the Securities and Exchange Commission on June 15, 2017,
and is incorporated herein by reference.
The
Compensation Committee has also approved forms of award agreements
for use in granting stock options, restricted shares and restricted
stock units under the 2017 Plan. These forms have been filed as
exhibits to the Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on June 15, 2017, and are
incorporated herein by reference.
2
Item
5.07
Submission of Matters to a Vote of Security
Holders.
At the
Annual Meeting, the Company’s stockholders: (i) elected D.
Kyle Cerminara, Lewis M. Johnson, General E. Gray Payne, Charles T.
Lanktree, Ryan R.K. Turner, John W. Struble and Michael R. Dill to
serve as directors of the Company until the next annual meeting of
stockholders and until their respective successors are duly elected
and qualified, (ii) ratified the appointment of Moore Stephens
Lovelace, P.A. as the Company’s independent registered public
accounting firm for fiscal year 2017, (iii) approved, on an
advisory, non-binding basis, the compensation of the
Company’s named executive officers, (iv) approved, on an
advisory, non-binding basis, a three-year frequency for advisory
votes on the compensation of the Company’s named executive
officers, and (v) approved the RELM Wireless Corporation 2017
Incentive Compensation Plan.
The
voting results for each proposal were as follows:
Proposal No. 1 – Election of Directors
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For
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Withheld
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Broker
Non-Votes
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D. Kyle
Cerminara
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10,766,094
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644,280
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0
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Lewis M.
Johnson
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11,093,711
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316,663
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0
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General E. Gray
Payne
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11,348,179
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62,195
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0
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Charles T.
Lanktree
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11,181,217
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229,157
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0
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Ryan R.K.
Turner
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11,181,217
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229,157
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0
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John W.
Struble
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11,181,217
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229,157
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0
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Michael R.
Dill
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11,248,178
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162,196
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0
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Proposal No. 2 – Ratification of Appointment of Moore
Stephens Lovelace, P.A.
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For
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Against
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Abstain
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Broker
Non-Votes
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11,249,840
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152,752
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7,782
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0
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Proposal No. 3 – Advisory Vote on Named Executive Officer
Compensation
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For
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Against
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Abstain
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Broker
Non-Votes
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11,268,590
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56,959
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84,825
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0
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Proposal No. 4 – Advisory Vote on the Frequency of Named
Executive Officer Compensation
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One
Year
Frequency
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Two
Year
Frequency
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Three
Year
Frequency
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Abstain
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Broker
Non-Votes
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3,427,953
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72,414
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7,825,341
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83,824
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0
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In
light of the outcome of the stockholder vote on the frequency of
future advisory votes on the compensation of the Company’s
named executive officers and its previous recommendation, the
Company’s Board of Directors has determined to continue to
holding the advisory vote on the compensation of the
Company’s named executive officers every three years until
the next required vote on the frequency of such votes. Accordingly,
the next stockholder advisory vote on executive compensation is
expected to be held at the Company’s 2020 annual meeting of
stockholders. The next advisory vote on the frequency of future
advisory votes on executive compensation is required to occur no
later than the Company’s 2023 annual meeting of
stockholders.
Proposal No. 5 – Approval of the RELM Wireless Corporation
2017 Incentive Compensation Plan
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For
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Against
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Abstain
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Broker
Non-Votes
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11,266,833
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58,050
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85,491
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0
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3
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.
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RELM
WIRELESS CORPORATION
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Date: June 16,
2017
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By:
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/s/
William
P. Kelly
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William P. Kelly |
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Executive Vice
President and Chief Financial Officer |
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4