SECURITIES AND EXCHANGE COMMISSION
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): June 18, 2019
Westell Technologies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
750 North Commons Drive, Aurora, Illinois 60540
(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:
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
Name of Each Exchange on Which Registered
Class A Common Stock, $.01 WSTL NASDAQ Capital Market
NASDAQ Capital Market
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 o
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. o
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2019, the Board of Directors of Westell Technologies, Inc. (the “Company”) increased the size of the Board and elected Timothy Duitsman, age 57, to fill this newly created directorship position. Mr. Duitsman has also been appointed to the Compensation Committee.
Mr. Duitsman is currently the Senior Vice President of Product Development at Klein Tools, where he is responsible for product development launches, a position he has held since 2012. Mr. Duitsman initially joined Klein Tool in 2009 as the Vice President of Engineering. Prior to Klein Tools, Mr. Duitsman served as Vice President of Research and Development at Intermatic, from 2004 to 2008, where he increased sales of new industrial products. Previously, Mr. Duitsman served in various engineering an leadership roles at Westell.
In connection with his election to the Board, Mr. Duitsman received a grant of 2,500 restricted shares of Class A Common Stock of the Company (with 100% vesting on the one year anniversary of the grant date). Mr. Duitsman will also receive the same compensation as other non-employee directors of the Company. A description of the Company’s director compensation plan is included in the Company’s proxy statement for the 2018 annual meeting of stockholders, which was filed with the SEC on July 27, 2018, under the heading “Director Compensation.” Effective July 1, 2019, the annual retainer for all non-employee directors will be reduced 25%, to $27,000, to help reduce expenses.
A copy of the press release announcing the election of Mr. Duitsman to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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: June 19, 2019
/s/ Thomas P. Minichiello
Thomas P. Minichiello
Senior Vice President, Chief Financial Officer, Treasurer and Secretary