Westell Technologies DEF 14A 2006
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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WESTELL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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WESTELL TECHNOLOGIES, INC.
750 North Commons Drive
Aurora, Illinois 60504
Notice of Annual Meeting of Stockholders
September 21, 2006
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Westell Technologies, Inc. (the Company) will be held at the Companys Corporate Headquarters, 750 North Commons Drive, Aurora, Illinois on Thursday, September 21, 2006 at 10:00 a.m. Central Daylight Time for the following purposes:
The Board of Directors has fixed the close of business on July 24, 2006 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
Nicholas C. Hindman, Sr.
Senior Vice President and Chief Financial Officer
July 28, 2006
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
WESTELL TECHNOLOGIES, INC.
750 North Commons Drive
Aurora, Illinois 60504
Annual Meeting of Stockholders to be held September 21, 2006
To the Stockholders of
WESTELL TECHNOLOGIES, INC.:
This Proxy Statement is being mailed to stockholders on or about August 9, 2006 and is furnished in connection with the solicitation by the Board of Directors of Westell Technologies, Inc (the Company) of proxies for the Annual Meeting of Stockholders to be held at the Companys Corporate Headquarters, 750 North Commons Drive, Aurora, IL on Thursday, September 21, 2006 at 10:00 a.m. Central Daylight Time for the purpose of considering and acting upon the matters specified in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. If the form of Proxy which accompanies this Proxy Statement is executed and returned, it will be voted. If no directions are specified on a duly submitted Proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, FOR the election of the directors nominated by the Board, FOR Proposal No. 2 and in accordance with the discretion of the persons appointed as proxies on any other matter properly brought before the meeting. A Proxy may be revoked at any time prior to the voting thereof by written notice to the Secretary of the Company or by attending the meeting and voting in person.
A majority of the outstanding voting power of Class A Common Stock and Class B Common Stock entitled to vote at this meeting and represented in person or by proxy will constitute a quorum. A quorum is needed for any proposal to be adopted.
The affirmative vote of the holders of a plurality of the voting power of the Class A Common Stock and Class B Common Stock of the Company voting either as single or class and represented in person or by proxy at the meeting is required for the election of directors. The affirmative vote of holders of a majority of the voting power of the Class A Common Stock and Class B Common Stock of the Company, voting together as a single class, represented in person or by proxy at the meeting is required to ratify the appointment of the independent auditors.
Shares represented by proxies which are marked abstain or to deny discretionary authority on any matter will be treated as shares present and entitled to vote and will have the same effect as votes against any such matters. Broker non-votes and the shares as to which stockholders abstain are included for purposes of determining whether a quorum of shares is present at a meeting. Broker non-votes will have no effect on the outcome of the election of directors or the ratification of the appointment of independent auditors. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
With regard to approving any other proposal submitted to a vote at the meeting, the affirmative vote of holders of a majority of the voting power of the Company presented in person or by proxy at the meeting is required.
Expenses incurred in the solicitation of proxies will be borne by the Company. Officers of the Company may make additional solicitations in person or by telephone.
The Annual Report to Stockholders on Form 10-K for fiscal year ended March 31, 2006 (fiscal 2006) accompanies this Proxy Statement. If you did not receive a copy of the report, you may obtain one by writing to the Secretary of the Company at the address indicated above.
Only holders of record of Class A Common Stock or Class B Common Stock at the close of business on July 24, 2006 are entitled to vote at the meeting. As of July 24, 2006, the Company had outstanding 55,716,175 shares of Class A Common Stock and 14,741,872 shares of Class B Common Stock (collectively, the Common Stock), and such shares are the only shares entitled to vote at the Annual Meeting. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to four votes on each matter to be voted upon at the Annual Meeting.
SECURITIES BENEFICIALLY OWNED BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Directors and Executive Officers
The following table sets forth the beneficial holdings (and the percentages of outstanding shares represented by such beneficial holdings) as of June 15, 2006, of each director, each Named Executive Officer and all directors and executive officers as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the Common Stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons who have the power to vote or dispose of Common Stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such Common Stock.
The following table sets forth certain information with respect to each person known by the Company to be the beneficial owner of more than five percent of either class of its outstanding Common Stock, other than Messrs. Penny and Simon whose information is set forth above. Such information is based upon a review by the Company of the most recent reports filed with the Securities and Exchange Commission by such beneficial owners.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
At the Annual Meeting, eight directors are to be elected to hold office until the next annual meeting of stockholders or until their successors are elected and qualified. The Bylaws of Westell Technologies, Inc. provide that not less than six nor more than ten directors shall constitute the Board of Directors.
The Board of Directors has no reason to believe that any such nominee will be unable to serve. It is intended that the proxies will be voted for the nominees listed below. It is expected that the nominees will serve, but if any nominee declines or is unable to serve for any unforeseen cause, the proxies will be voted to fill any vacancy so arising by the persons named in the proxies, based upon a recommendation by the Board of Directors. The persons named in the proxies may alternatively vote to allow the vacancy created thereby to remain open until filled by the Board of Directors.
The following table sets forth certain information with respect to the nominees, all of whom are current members of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.
The Companys independent auditors for fiscal 2006 were Ernst & Young LLP. Selection of independent auditors is made by the Audit Committee.
Although we are not required to do so, we believe that it is appropriate to request that stockholders ratify the appointment of Ernst & Young as our independent auditors for fiscal 2007. If stockholders do not ratify the appointment, the Audit Committee will investigate the reasons for the stockholders rejection and reconsider the appointment. Representatives of Ernst & Young will be at the Annual Meeting, will be given the opportunity to make a statement and will be available to respond to appropriate questions.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING MARCH 31, 2007.
DETERMINATION OF NON-EMPLOYEE DIRECTOR INDEPENDENCE
The Board of Directors has determined that each of Messrs. Seazholtz, Dwyer, Penny, Plummer, Sergesketter and Simon and Ms. Kamerick, is an independent director as defined in the corporate governance requirements of the Nasdaq National Market (referred to herein as the Nasdaq listing standards) and the rules of the Securities and Exchange Commission.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES:
The Board of Directors has a standing Audit, Compensation and Nominating Committee. The current members of the committees are identified in the following table.
The Board of Directors held fourteen meetings during fiscal 2006. All directors attended at least 75% of the aggregate number of such meetings and of meetings of Board committees on which they served in fiscal 2006. Following the regular Board meetings, the non-employee independent directors periodically conduct separate meetings. The Board is authorized to directly engage outside consultants and legal counsel to assist and advise.
The Audit Committee met nine times in fiscal 2006. The Audit Committee generally has direct responsibility for appointing, compensating, retaining and overseeing the work of any independent auditors. The Committee also is responsible for reviewing the plan and scope of the annual audit, reviewing the Companys audit and control functions, reviewing and pre-approving audit and permissible non-audit services and reporting to the full Board of Directors regarding all of the foregoing and carrying out the other responsibilities set forth in its charter. The Board of Directors has designated each member of the Audit Committee as an audit committee financial expert, as that term is defined in the SEC rules adopted pursuant to the Sarbanes-Oxley Act. The Board of Directors has determined that each current member of the Audit Committee is independent as defined in the Nasdaq listing standards and in the Sarbanes-Oxley Act of 2002. The Audit Committee charter is available on the Companys website at www.westell.com.
The Compensation Committee met three times in fiscal 2006. The Board of Directors has determined that each current member of the Compensation Committee is independent as defined in the Nasdaq listing standards. The functions of the Compensation Committee consist of determining executive officers salaries and bonuses as well as administering and determining awards to be granted under the Companys 1995 Stock Incentive Plan, the Employee Stock Purchase Plan and the 2004 Stock Incentive Plan.
The Nominating Committee met twice in fiscal 2006. The Nominating Committee is responsible for: developing the criteria and qualifications for membership on the Board; reviewing and making recommendations to the Board as to whether existing directors should stand for re-election; considering, screening and recommending candidates to fill new or open positions on the Board; recommending Director nominees for approval by the Board and the stockholders; recommending Director nominees for each of the Boards committees; reviewing candidates recommended by shareholders; and conducting appropriate inquiries into the backgrounds and qualifications of possible candidates. In general, director qualifications include highest ethical and moral standards, business experience and expertise, industry and technology experience and knowledge applicable to the Companys industry and corporate management experience. The Board of Directors has determined that each of the members of the Nominating Committee is independent as such term is defined in the Nasdaq listing standards. The Nominating Committee charter is available on the Companys website at www.westell.com.
Directors who are not employees of the Company each receive $25,000 per year for services rendered as directors. Directors who are members of board committees receive $2,000 per in person committee meeting. In addition, all directors may be reimbursed for certain expenses incurred in connection with attendance at Board and Committee meetings. Mr. Simon also receives $1,250 each quarter for his services as a director of Conference Plus, Inc., a subsidiary of the Company. Other than as described in this paragraph, directors who are employees of the Company do not receive additional compensation for service as directors.
As described above, the Company has a Nominating Committee. The Nominating Committee considers many factors when considering candidates for the Board of Directors and strives for the Board to be comprised of directors with a variety of experience and backgrounds who have high-level managerial experience in a complex organization and who represent the balanced interest of stockholders as a whole rather than those of special interest groups. Other important factors in Board composition include strength of character, mature judgment, specialized expertise, relevant technical skills, diversity, level of education, broad-based business acumen, experience and understanding of strategy and policy-setting and the extent to which the candidate would fill a present need on the Board of Directors. Depending upon the current needs of the Board of Directors, certain factors may be weighed more or less heavily by the Nominating Committee.
In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidates credentials and does not have any specific minimum qualifications that must be met by a Nominating Committee recommended nominee. However, the Nominating Committee does believe that all members of the
Board of Directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director. In the case of current Directors being considered for renomination, the Nominating Committee will also take into account the directors history of attendance at meetings of the Board of Directors or its committees, the Directors tenure as a member of the Board of Directors, and the Directors preparation for and participation in such meetings.
The Nominating Committee considers candidates for the Board from any reasonable source, including stockholder recommendations. The Nominating Committee does not evaluate candidates differently based on who has made the proposal. The Nominating Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. No such consultants or search firms have been used to date and, accordingly, no fees have been paid to consultants or search firms in the past fiscal year. Candidates are recommended to the Board of Directors after consultation with the Chairman of the Board.
Stockholders who wish to suggest qualified candidates should write to the Secretary, Westell Technologies, Inc., 750 North Commerce Drive, Aurora, Illinois 60504, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a director for election at an annual meeting of the stockholders of the Company must comply with the Companys bylaws regarding stockholder proposals and nominations. See Proposals of Stockholders contained herein.
ATTENDANCE AT ANNUAL STOCKHOLDER MEETINGS
The Company expects all board members to attend the annual meeting of stockholders, but from time to time, other commitments may prevent all directors from attending each meeting. All directors except for John W. Seazholtz attended the most recent annual meeting of shareholders, which was held on September 25, 2005.
COMMUNICATIONS WITH DIRECTORS
The Board of Directors has established a process for stockholders to communicate with members of the Board. If a stockholder has any concern, question or complaint regarding any accounting, auditing or internal controls matters, as well as any issues arising under Westells Code of Business Conduct or other matters that he or she wishes to communicate to Westells Audit Committee or Board of Directors, the stockholder can reach the Westell Board of Directors by mail at Westell Technologies, Inc., Board of Directors, 750 North Commons Drive, Aurora, IL 60504. From time to time, the Board of Directors may change the process that stockholders may communicate to the Board of Directors or its members. Please refer to our website at www.westell.com for any changes in this process.
The following sets forth certain information with respect to the current executive officers of the Company. Please refer to the information contained above under the heading Election of Directors for biographical information of executive officers who are also directors of the Company.
Nicholas C. Hindman, Sr. has served as Treasurer, Secretary, Senior Vice President and Chief Financial Officer since March, 2000 and as acting Treasurer, Secretary, Vice President and Chief Financial Officer of the Company from May 1999 to February 2000.
John C. Clark has served as Senior Vice President of Operations since April 2001. Prior to joining the Company, Mr. Clark was Vice President of Manufacturing from September 1998 to October 2000 with 3COM. Mr. Clark was Director of Material Management at US Robotics/3COM from January 1996 to September 1998. From 1994 to 1996, Mr. Clark served as Area Vice President of Operations for Caremark. He also served as Director of Materials Management for Caremark from 1991 to 1996.
William J. Noll has served as Senior Vice President and Chief Technology Officer of Westell, Inc. since May 1997. Prior to joining the Company, Mr. Noll was Vice President and General Manager of Residential Broadband at Northern Telecom from October 1995 to May 1997. Mr. Noll held other various Vice President and Assistant Vice President positions at Northern Telecom from June 1988 to October 1996, and was Vice President Network Systems at Bell Northern Research from November 1986 to June 1988.
Timothy J. Reedy has served as Chief Executive Officer of Conference Plus, Inc since October 2002. Prior to joining the Company, Mr. Reedy was Vice President, Finance and Marketing with MCI/WorldCom Conferencing. From 1993 to 1995, Mr. Reedy also served as Vice President, Finance and Marketing at Darome Teleconferencing. From 1984 to 1993, Mr. Reedy held several management positions with the former Ameritech Mobile Communications, Inc.
The following table sets forth information for the fiscal years ended March 31, 2006, 2005 and 2004, with respect to all compensation paid or earned for services rendered to the Company by the Companys Chief Executive Officer and the Companys other four most highly compensated executive officers who were executive officers at March 31, 2006 (together, the Named Executive Officers).
Option Grants in Last Fiscal Year
There were no stock options or stock appreciation rights granted to the Named Executive Officers during fiscal 2006.
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
The following table set forth the stock options exercised by each Named Executive Officer in fiscal 2006 and exercisable and unexercisable stock options held by the Named Executive Officers as of March 31, 2006. For purposes of table computations the fair market value at March 31, 2006 was equal to $4.16 per share.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company has a severance agreement with Mr. Cullens, the Chief Executive Officer of the Company. The severance agreement provides that in the event that Mr. Cullens is terminated without Cause (as defined therein) or he resigns for Good Reason (as defined therein), the Company shall pay to Mr. Cullens severance payments equal to his salary and bonus for the fiscal year in which the termination occurs, and the severance agreement also provides for the payment of certain amounts upon the occurrence of certain events. Mr. Cullens agreed not to compete with the Company and not to solicit any Company employees for a period of one year after termination in the event that his termination entitles him to severance payments. The Companys severance payment obligations and Mr. Cullens right to this additional bonus shall terminate upon Mr. Cullens death, resignation without Good Reason, retirem
The Company also has entered into a deferred compensation program with Mr. Cullens. The amount of deferred incentive compensation to be awarded to Mr. Cullens in each year of his service as Chief Executive Officer of the Company is to be based on the Companys consolidated net income before income taxes as set forth in the Companys audited financial statements for March 31, 2004 and subsequent fiscal years plus any gain on the sale of the Companys interest in Conference Plus, Inc., if any. The amount of the award shall be determined as follows:
All amounts awarded under the deferred compensation program vested on March 31, 2006. Any amounts earned by Mr. Cullens in the fiscal years ending after March 31, 2006 will be fully vested at the time the amounts are determined as set forth above. Unless otherwise elected, the deferred incentive compensation earned by Mr. Cullens and vested thereunder will be paid to Mr. Cullens upon his retirement from the Company or other termination of employment. Mr. Cullens shall also have the right to withdraw all vested amounts earned under the program at any time, provided that 5% of the amount withdrawn shall be forfeited to the Company. The Company shall establish a rabbi trust and pay to the trust from time to time an amount equal to any amount earned under the deferred incentive compensation program. The balance in the deferred compensation account will be paid to Mr. Cullens in a lump sum within 30 days after a change in control of the Company or within 90 days after his death or termination of employment by permanent and total disability.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for the Companys executive compensation and employee stock option programs. It periodically determines the compensation to be paid to the executive officers of the Company and administers and determines the awards to be granted under the Companys 2004 Stock Incentive Plan and 1995 Stock Incentive Plan. The Board of Directors has determined that each current member of the Compensation Committee is independent as defined in the Nasdaq listing standards.
OVERVIEW AND PHILOSOPHY
The executive compensation program is intended to provide overall levels of compensation for the executive officers which are competitive for the industries and the geographic areas within which they operate, the individuals experience, and contribution to the long-term success of the Company. A leading consulting firm provides for the Compensation Committees consideration information regarding executive compensation of companies that operate in similar industries. The Compensation Committee believes that its task of determining fair and competitive compensation is ultimately judgmental.
The executive compensation program is composed of base salary, annual incentive compensation, equity based incentives, and other benefits generally available to all employees.
The base salary for each executive is intended primarily to be competitive with companies in the industries and geographic areas in which the Company competes. Surveys from outside firms and consultants are used to help determine what is competitive. In making annual adjustments to base salary, the Compensation Committee also considers the individuals performance over a period of time as well as any other information which may be available as to the value of the particular individuals past and prospective future services to the Company. This information includes comments and performance evaluations by the Companys Chief Executive Officer. The Committee considers all such data; it does not prescribe the relative weight to be given to any particular component.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation is ordinarily determined by a formula which considers the financial goals and objectives of the Company.
In general, the Compensation Committee believes that equity based compensation should form a part of an executives total compensation package. Equity based compensation may be granted to executives in order to directly relate a portion of the executives earnings to the stock price appreciation realized by the Companys stockholders over the option period. Equity based compensation also provide executives with the opportunity to acquire an ownership interest in the Company. The number of shares covered by each executives equity based compensation will be determined by factors similar to those considered in establishing base salaries. In fiscal 2006, 26,100 shares of restricted stock were granted to executive officers.
The Companys Chief Executive Officer has a deferred compensation arrangement in the form of a Rabbi Trust Agreement
Other benefits are generally those available to all other employees in the Company, or a subsidiary, as appropriate.
COMPENSATION FOR CHIEF EXECUTIVE OFFICER
The Compensation Committee applies the same standards in establishing the compensation of the Companys Chief Executive Officer as are used for other executives. However, there are procedural differences. The Chief Executive Officer does not participate in setting the amount and nature of his compensation.
Internal Revenue Code section 162(m), in general, precludes a public corporation from claiming a tax deduction for compensation in excess of $1 million in any taxable year for any executive officer named in the summary compensation table in such corporations proxy statement. Certain performance-based compensation is exempt from this tax deduction limitation. The Compensation Committees policy is to structure executive compensation in order to maximize the amount of the Companys tax deduction. However, the Compensation Committee reserves the right to deviate from that policy to the extent it is deemed necessary to serve the best interests of the Company.
This report is submitted by the Compensation Committee of the Board of Directors.
Respectfully Submitted By:
The Compensation Committee
Paul A. Dwyer (Chair)
Robert Penny III
John W. Seazholtz
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Companys financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Companys accounting principles and such other matters as are required to be discussed with the Committee by Statement on Auditing Standards No. 61(Communication With Audit Committees), as amended. In addition, the Committee has discussed with the independent auditors the auditors independence from management and the Company, including the matters in the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and considered the compatibility of non-audit services with the auditors independence.
The Audit Committee discussed with the Companys independent auditors the overall scope and plans for their respective audits. The Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Companys internal control, and the overall quality of the Companys financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended March 31, 2006 for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended, subject to shareholder approval, the selection of the Companys independent auditors.
During fiscal 2006, management documented, tested and evaluated internal controls pursuant to the requirements of the Sarbanes-Oxley Act of 2002. Management and Ernst & Young kept the Audit Committee apprised of the Companys progress. Management has provided the Audit Committee with a report on the effectiveness of internal controls.
The Audit Committee is governed by a charter. The Board of Directors has determined that the current members of the Audit Committee each qualify as an audit committee financial expert as defined by Item 401(h) of the Regulation S-K and that each of them is independent as the term is used in the Item 7(d)(3)(iv) of Schedule 14A under the Securities Act of 1934 as amended.
Respectfully Submitted By:
The Audit Committee
Eileen A. Kamerick (Chair)
Paul A. Dwyer
Bernard F. Sergesketter
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Messrs. Dwyer (Chair), Penny, Plummer and Seazholtz. No interlocking relationships exist between the Companys Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.
The Company has granted Robert C. Penny III and Melvin J. Simon, as Trustees of the Voting Trust, certain registration rights with respect to the shares of Common Stock held in the Voting Trust.
The Company has certain severance agreements with Mr. Cullens, the Chief Executive Officer of the Company. See Employment and Severance Agreements above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys officers and directors and persons who own more than 10 percent of a registered class of the Companys equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. During fiscal 2006, all such persons filed on a timely basis all reports required by Section 16(a) of the Securities Exchange Act of 1934 with the exception of Bill Noll who filed a Form 4 on July 8, 2005 when it was due on June 16, 2005.
The following performance graph compares the change in the Companys cumulative total stockholder return on its Class A Common Stock with the cumulative total return of the Nasdaq Stock Market--U.S. Index and the Nasdaq Telecommunications Index for the period commencing April 1, 2001 and ending March 31, 2006. The stock price performance shown in the performance graph is not indicative of future stock price performance.
TOTAL RETURN - DATA SUMMARY
EQUITY COMPENSATION PLAN INFORMATION
Equity Compensation Plan Information as of March 31, 2006
*Reflects non-qualified stock options to acquire shares of Class A Common Stock granted to E. Van Cullens and one other employee in fiscal 2002. 1.0 million of these options originally vested over a four-year period with 25% vesting per year, and are now fully vested. The remainder are performance based and vest at the earlier of achievement of certain performance goals or eight years. The strike price on 611,923, 400,000, 400,000 and 25,000 of the options is $1.95, $2.00, $5.00 and $1.32 per share, respectively.
The aggregate fees billed by Westells independent auditors rendered in connection with (i) the audit of Westells annual financial statements set forth in the Westell Annual Report on Form 10-K for the year ended March 31 2006, and (ii) the review of Westells quarterly financial statements set forth in Westells Quarterly Report on Form 10-Q for the quarters ended June 30, 2005, September 30, 2005, and December 31, 2005 were approximately $843,000. The fees for those services in fiscal 2005 were $888,000.
Set forth below is a summary of certain fees paid to Ernst & Young for services for the fiscal years 2006 and 2005.
AUDIT RELATED FEES
Audit related fees were for professional services rendered in connection the accounting consultation.
Tax fees consist of fees billed for professional services for tax compliance and other tax consulting.
CONSIDERATION OF NON-AUDIT SERVICES PROVIDED BY INDEPENDENT ACCOUNTANT
The audit committee has considered whether the services provided under other non-audit services are compatible with maintaining the auditors independence and has determined that such services are compatible.
AUDIT COMMITTEE PRE-APPROVAL POLICIES
The Audit Committee has adopted policies and procedures for pre-approving all non-audit work performed by Ernst & Young. The Committee will annually pre-approve services in specified accounting areas. The Committee also annually pre-approves the budget for annual GAAP and statutory audits.
PROPOSALS OF SECURITY HOLDERS
A stockholder proposal to be included in the Companys proxy statement and presented at the 2007 Annual Meeting must be received at the Companys executive offices, 750 North Commons Drive Aurora, Illinois 60504 by no later than April 25, 2007 for evaluation as to inclusion in the Proxy Statement in connection with such meeting.
Stockholders wishing to nominate a director or bring a proposal before the 2007 Annual Meeting (but not include the proposal in the Companys proxy statement) must cause written notice of the proposal to be received by the Secretary of the Company at the principal executive offices of the Company in Aurora, Illinois, by no later than 60 days prior to the Annual Meeting date, as well as comply with certain provisions of the Companys bylaws. In order for a stockholder to nominate a candidate for director, such notice must describe various matters regarding the nominee and the stockholder giving the notice, including such information as name, address, occupation and shares held. In order for a stockholder to bring other business before a stockholders meeting, the notice for such meeting must include various matters regarding the stockholder giving the notice and a description of the proposed business. These requirements are separate from and in addition to the requirements a stockholder must meet to have a proposal included in the Companys proxy statement.
The Company has furnished its financial statements to stockholders in its 2006 Annual Report, which accompanies this Proxy Statement. In addition, the Company will promptly provide, without charge to any stockholder, on the request of such stockholder, an additional copy of the 2006 Annual Report and the Companys most recent Form 10-K. Written requests for such copies should be directed to Westell Technologies, Inc., Attention: Nicholas C. Hindman, Sr., Senior Vice President and Chief Financial Officer, 750 North Commons Drive, Aurora, Illinois 60504; telephone number (630) 898-2500.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Company knows of no other business that may come before the Annual Meeting. However, if any other matters are properly presented to the meeting, the persons named in the proxies will vote upon them in accordance with their best judgment.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.
By Order of the Board of Directors
Nicholas C. Hindman, Sr.
Senior Vice President and Chief Financial Officer
Date: July 28, 2006
This Proxy is solicited by the Board of Directors of Westell Technologies, Inc. for the Annual Meeting of Stockholders, on September 21, 2006, 10:00 a.m., local time, at the Westell Corporate Headquarters, 750 North Commons Drive, Aurora, Illinois 60504.
The undersigned hereby appoints John W. Seazholtz and Melvin J. Simon, and each of them proxies with the powers the undersigned would possess if personally present, and with full power of substitution, to vote all Class A Common Stock and/or Class B Common Stock held of record by the undersigned in Westell Technologies, Inc., upon all subjects that may properly come before the annual meeting, and at any adjournments thereof, including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side of this card. The votes entitled to be cast by the undersigned will be cast in the direction of the proxy holders on any other matter that may properly come before the meeting and any adjournment thereof.
The undersigned hereby revokes any proxy heretofore given and acknowledges receipt of the proxy statement for the annual meeting.
This proxy when properly executed will be voted in the manner directed by the undersigned. If no direction is made, this proxy will be voted for proposals 1 and 2.
(THIS PROXY IS CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
(Comments/Change of Address)
(This proxy is continued and to be signed on the reverse side.) (If you have written in the above space, please mark the corresponding box on the reverse side)