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Westell Technologies 8-K 2011

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2011




(Exact name of registrant as specified in charter)




Delaware   0-27266   36-3154957

(State of other jurisdiction

of incorporation)



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


(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))





The Annual Meeting of Stockholders (the “Annual Meeting”) of Westell Technologies, Inc. (the “Company”) was held on September 20, 2011. At the Annual Meeting, the stockholders voted on the following four 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 2012 Annual Meeting of Stockholders received the number of votes indicated beside his or her name below.



   For      Withheld      Broker

Richard S. Gilbert

     87,744,823         1,019,054         16,222,534   

Kirk R. Brannock

     87,870,595         893,282         16,222,534   

Robert W. Foskett

     77,725,466         11,038,411         16,222,534   

James M. Froisland

     87,621,675         1,142,202         16,222,534   

Dennis O. Harris

     82,164,346         6,599,531         16,222,534   

Martin D. Hernandez

     87,134,098         1,629,779         16,222,534   

Eileen A. Kamerick

     87,356,892         1,406,985         16,222,534   

Robert C. Penny III

     87,078,071         1,685,806         16,222,534   

Proposal 2-Ratification of the appointment of Ernst &Young LLP, independent auditors, as auditors for the fiscal year ending March 31, 2012. This proposal was approved.


     For      Against      Abstain  

Appointment of independent auditors

     104,157,432         688,909         140,070   

Proposal 3-Advisory Vote on Executive Compensation, as described in the proxy materials. This proposal was approved.


     For      Against      Abstain      Broker

Advisory Vote on Executive Compensation

     85,437,321         903,413         2,423,143         16,222,534   

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

Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation

     82,158,760         75,482         4,147,404         2,382,231         16,222,534   

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.


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.


Date: September 22, 2011     By:  

/s/ Brian S. Cooper

      Brian S. Cooper
      Chief Financial Officer, Treasurer and Secretary
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