WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL) Files An 8-K 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 12, 2017. At the Annual Meeting, the stockholders voted on the following five 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 2018 Annual Meeting of Stockholders received the number of votes indicated beside his name below.
|
Nominee |
For |
Withheld |
Broker Non-Vote |
|
Matthew B. Brady |
17,086,150 |
1,760,930 |
4,936,234 |
|
Kirk R. Brannock |
17,122,554 |
1,724,526 |
4,936,234 |
|
Robert W. Foskett |
15,674,174 |
3,172,906 |
4,936,234 |
|
Dennis O. Harris |
16,804,924 |
2,042,156 |
4,936,234 |
|
Robert C. Penny III |
15,625,174 |
3,221,906 |
4,936,234 |
|
Cary B. Wood |
17,185,282 |
1,661,798 |
4,936,234 |
|
Mark A. Zorko |
17,042,379 |
1,804,701 |
4,936,234 |
Proposal 2-Ratification of the appointment of Grant Thornton LLP, independent auditors, as auditors for the fiscal year ending March 31, 2018. This proposal was approved.
|
For |
Against |
Abstain |
|
|
Appointment of independent auditors |
23,440,665 |
284,775 |
57,874 |
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 |
17,068,474 |
1,701,435 |
77,171 |
4,936,234 |
Proposal 4-Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation, as described in the proxy materials. “1 year” was approved.
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Vote |
|
|
Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation |
18,092,119 |
17,071 |
615,933 |
121,957 |
4,936,234 |
In accordance with the voting results on this item, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on frequency of stockholder votes on the compensation of executives. The next required vote on the frequency will be in six years.
Proposal 5 – Stockholder proposal regarding equal Stockholder voting, as described in the proxy material. This proposal was not approved.
|
For |
Against |
Abstain |
Broker Non-Vote |
|
|
Stockholder proposal regarding equal Stockholder voting |
4,307,913 |
14,521,878 |
17,289 |
4,936,234 |
On September 12, 2017, the Board of Directors of the Company appointed Kirk R. Brannock to serve as Chairman of the Board. Mr. Brannock replaces Dennis O. Harris, who served as Chairman since September 2016 and will continue to serve as a director.
On September 12, 2017, the Company's Board of Directors revised the director compensation. A summary of the director compensation is attached hereto as Exhibit 10.1.
|
Item 5.07. |
FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
|
10.1 |
Summary of Director Compensation |
|
99.1 |
Press release dated September 15, 2017 |
WESTELL TECHNOLOGIES INC ExhibitEX-10.1 2 a8k912107exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1WESTELL TECHNOLOGIES,…To view the full exhibit click here
About WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL)
Westell Technologies, Inc. is a provider of in-building wireless, intelligent site management, cell site optimization and outside plant solutions. The Company’s set of products and solutions are designed to manage network performance for carriers, integrators and other network operators. The Company operates in two segments: In-Building Wireless (IBW) and Communication Solutions Group (CSG). The Company’s segments are engaged in the design, development, assembly, and marketing of a range of products and solutions. The IBW segment solutions include distributed antenna systems (DAS) conditioners, digital repeaters and bi-directional amplifiers (BDAs), and system components and antennas, all used by wireless service providers and third-party hosts to fine tune radio frequency (RF) signals. The Company’s intelligent site management solutions include a suite of remote monitoring and control devices.