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 29~~November 2, 2020

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):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $.01 par value	WSTL	NASDAQ Capital Market



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None	N/A	N/A

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 15.~~01 Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InEffective ~~connection~~November ~~with the events described in Items 5.07 and 8.01 below~~2, ~~on September 29,~~ 2020, Westell Technologies, Inc. (the “Company”) ~~entered~~has ~~into~~named anJeniffer ~~agreement~~L. ~~(the~~Jaynes, ~~“Termination~~48, ~~Agreement”)~~as ~~with~~Chief ~~the~~Financial ~~trustees~~Officer, Treasurer and Secretary of the ~~Voting~~Company. Ms. ~~Trust~~Jaynes ~~formed~~has ~~pursuant~~served toas the ~~Voting~~Company’s ~~Trust~~interim ~~Agreement,~~CFO ~~dated~~since ~~February~~August 2324, ~~1994,~~2019. She ~~among~~previously ~~Robert~~served C.as ~~Penny~~the ~~III~~Company’s Vice President and ~~certain~~Corporate ~~members~~Controller from 2018 and Assistant Vice President of ~~the~~Financial ~~Penny~~Reporting ~~family~~from ~~and~~2016 ~~Simon~~until ~~family~~2018, toand ~~terminate~~as ~~the~~Director ~~Registration~~of ~~Rights~~SEC ~~Agreement,~~Reporting ~~dated~~from ~~February~~2007 ~~23,~~to ~~1994,~~2016. Ms. ~~under~~Jaynes ~~which~~initially joined the ~~Voting~~Company ~~Trust~~in ~~had~~1996 ~~certain~~and ~~rights~~held tovarious ~~require~~accounting positions with the Company through 2000. Prior to ~~register~~rejoining ~~for~~the ~~sale~~Company ~~under~~in ~~the~~2007, ~~Securities~~Ms. ~~Act~~Jaynes ofserved ~~1933~~as ~~shares~~the Director of ~~the~~SEC ~~Company's~~Reporting ~~Class~~at AInfinity ~~Common~~Property ~~Stock~~and ~~into~~Casualty ~~which~~Corporation ~~shares~~and as the Manager of ~~Class~~Financial BReporting ~~Common~~at ~~Stock~~Pemco ~~held~~Aviation byGroup, ~~the~~Inc. ~~Voting~~(subsequently ~~Trust~~known ~~are~~as ~~convertible~~Alabama Aircraft Industries, Inc.). Ms. Jaynes is a Certified Public Accountant and began her career as an auditor with Arthur Andersen LLP.

AMs. ~~copy~~Jaynes’ will receive an annual base salary of ~~this~~$245,000 ~~Termination~~and ~~Agreement~~is eligible for a bonus target of $73,500 that will be based on the Company's actual financial results compared to established performance criteria. Ms. Jaynes previously entered into a severance agreement with the Company. Pursuant to the severance agreement, in the event of a termination without cause or for good reason (as defined in the severance agreement), Ms. Jaynes is entitled severance pay equal to 12 months of base salary and certain other benefits. The foregoing description of the severance agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the severance agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference in its entirety.

~~Item~~For ~~1.02 Termination~~a description of athe ~~Material~~programs ~~Definitive~~and ~~Agreement~~other benefits available to the Company’s executive officers, please see the Company’s definitive proxy statement for its 2020 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on August 11, 2020.

~~The~~There ~~information~~are ~~set~~no ~~forth~~arrangements ~~above~~or ~~under~~understandings ~~Item~~between 1Ms.01 isJaynes ~~incorporated~~and ~~herein~~any byother ~~reference~~person pursuant to which she was selected as an officer. Ms. Jaynes does not have any familial relationship with any director or other executive officer of the Company, and there are no transactions in which Ms. Jaynes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 39.01 ~~Notice~~ ofFinancial ~~Delisting~~Statements orand ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Exhibits.

In connection with the events described in Items 5.07 and 8.01 below, on September 29, 2020, the Company provided advance notice to the Nasdaq Stock Market of its intent to voluntarily withdraw its Class A Common Stock from listing on the Nasdaq Capital Market and to deregister its Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

The Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) and cease reporting as a public company.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on September 29, 2020. 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 2021 Annual Meeting of Stockholders received the number of votes indicated beside his or her name below.

Nominee	For	Withheld	Broker Non-Vote
Kirk R. Brannock	16,051,664	2,198,523	4,768,428
Scott C. Chandler	16,735,110	1,515,077	4,768,428
Timothy L. Duitsman	16,033,055	2,217,132	4,768,428
Robert W. Foskett	15,973,359	2,276,828	4,768,428
Robert C. Penny III	15,396,777	2,853,410	4,768,428
Cary B. Wood	16,690,923	1,559,264	4,768,428
Mark A. Zorko	16,717,002	1,533,185	4,768,428

Proposal 2-Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a 1-for-1,000 reverse stock split (the “Reverse Stock Split”). This proposal was approved.

		For			Against			Abstain
Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a 1-for-1,000 reverse stock split		19,841,184			3,124,323			53,108

Proposal 3-Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, immediately after the Reverse Stock Split, a 1,000-for-1 forward stock split (the “Forward Stock Split”). This proposal was approved.

		For			Against			Abstain
Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, immediately after the Reverse Stock Split, a 1,000-for-1 forward stock split		19,853,491			3,105,993			59,131

Proposal 4-Ratification of the appointment of Grant Thornton LLP, independent auditors, as auditors for the fiscal year ending March 31, 2021. This proposal was approved.

		For			Against			Abstain
Appointment of independent auditors		22,739,624			194,686			84,305

Proposal 5-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		16,809,181			1,291,938			149,068			4,768,428

Item 8.01 Other Events

On September 29, 2020, the Company filed certificates of amendment to the Amended and Restated Certificate of Incorporation with the State of Delaware to effect the Reverse Stock Split, followed immediately by the Forward Stock Split, both to be effective on October 1, 2020 at 5:01 and 5:02 p.m., respectively. As a result of the Transaction, each stockholder owning fewer than 1,000 shares of the Company’s common stock immediately prior to the effective time of the Reverse Stock Split will receive $1.48 per share, without interest, in cash for each share of the Company’s common stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company.

Stockholders who owned 1,000 or more shares of the Company’s common stock immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split that immediately followed the Reverse Stock Split reconverts whole shares and fractional share interests held by such stockholders back into the same number of shares of the Company’s common stock held by such stockholders immediately before the effective time of the Reverse Stock Split. As a result, the total number of shares of the Company’s common stock held by such stockholders will not change.

The foregoing description of the certificates of amendment to the Certificate of Incorporation is not complete and is subject to and qualified in its entirety by reference to each such certificate of amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

The press release announcing the results of the Annual Meeting and the Company’s intent to voluntarily delist and deregister its common stock is filed as Exhibit 99.1 and is incorporated herein by reference.

For a more detailed discussion of the Transaction, please see the definitive proxy statement of the Company, filed on August 11, 2020 with the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1		Severance Agreement for Jeniffer Jaynes, dated February 12, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 28, 2019).
3.1	Certificate of Amendment, filed September 29, 2020, to effect a 1-for-1,000 reverse stock split
99.1		Press release dated November 5, 2020.
3.2	Certificate of Amendment, filed September 29, 2020, to effect a 1,000-for-1 forward stock split
10.1	Agreement to Terminate the Registration Rights Agreement
99.1	Press release announcing the results of the Annual Meeting of Stockholders and the Company’s intent to voluntarily delist its Class A Common Stock from Nasdaq, dated September 29, 2020

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.	~~WESTELL TECHNOLOGIES, INC.~~
Date:	~~September~~November 295, 2020	By:	~~By:~~/s/ Timothy L. Duitsman	~~/s/ Jeniffer L. Jaynes~~
				Jeniffer L. Jaynes
			Timothy L. Duitsman
				Interim Chief Financial Officer
			President and Chief Executive Officer

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