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EX-99.1 - EXHIBIT 99.1 - WESTELL TECHNOLOGIES INCa8k91118exhibit991.htm


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)
 
 
 
 
 
 
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):
¨

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 (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 5.07.
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.
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.
 
 
For
 
Against
 
Abstain
Appointment of independent auditors
 
23,479,631

 
196,959

 
50,486


Proposal 3-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
 
17,349,635

 
414,106

 
56,654

 
5,906,681







Item 8.01.
OTHER EVENTS
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.

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 12, 2018
 
By:
/s/ Thomas P. Minichiello
 
 
 
 
Thomas P. Minichiello
 
 
 
 
Senior Vice President, Chief Financial Officer,
Treasurer and Secretary