Current Report Filing (8-k)
December 21 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
|
December
18, 2020
|
Wireless
Telecom Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
Jersey
(State
or Other Jurisdiction of Incorporation)
001-11916
|
|
22-2582295
|
(Commission
File Number)
|
|
(IRS Employer
Identification No)
|
25
Eastmans Road
|
|
|
Parsippany,
New Jersey
|
|
07054
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(973)
386-9696
(Registrant’s
Telephone Number, Including Area Code)
(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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
Common
Stock
|
|
WTT
|
|
NYSE
American
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
December 18, 2020, the Board of Directors (the “Board”) of Wireless Telecom Group, Inc. (the “Company”)
unanimously approved an increase to the total number of directors constituting the Board from seven directors to eight directors.
Additionally, the Board appointed Jennifer Fritzsche to fill the vacancy and serve as an independent director for a term ending
at the 2021 annual meeting of shareholders. The Company’s press release announcing this appointment was issued on December
21, 2020, and a copy of that press release is filed as an exhibit to this Form 8-K. Ms. Fritzsche has not currently been appointed
to any committee of the Board.
Ms.
Fritzsche currently serves as the Chief Financial Officer and a director of Canopy Spectrum, LLC. Prior to Canopy Spectrum, she
spent 25 years as an Institutional Investor ranked equity research analyst at Wells Fargo Securities covering Telecommunications
/ Cable Services and Communications Infrastructure. Ms. Fritzsche currently serves as a Senior Fellow at Georgetown University
McDonough School of Business and was recently appointed as a director at Dycom Industries, Inc. (NYSE: DY). She is the co-founder
of the Wells Fargo Windy City Women’s Networking Group, a member of the Chicago Economics Club, and is on the Women’s
Auxiliary Board of Misericordia Heart of Mercy. Ms. Fritzsche has a Bachelor of Arts from the College of the Holy Cross and Master
of Business Administration, with honors, from Northeastern University.
There
are no arrangements or understandings between Ms. Fritzsche and any other person pursuant to which Ms. Fritzsche was appointed
as a director. The Company is not aware of any transactions involving Ms. Fritzsche that are reportable under Item 404(a) of Regulation
S-K. The Board has affirmatively determined that Ms. Fritzsche qualifies as an “independent director” under the rules
of the New York Stock Exchange and the Company’s independence standards. Ms. Fritzsche will receive the same cash and equity
compensation as other non-employee directors of the Company, prorated for the portion of the year served, as described under “Director
Compensation” on page 23 of the Company’s Proxy Statement for its Annual Meeting held on June 4, 2020, filed with
the Securities and Exchange Commission on April 17, 2020.
Item
7.01 Regulation FD Disclosure
On
December 21, 2020, the Company issued a press release announcing the election of Ms. Fritzsche to the Board, as described under
Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
The
information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth in such filing.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
WIRELESS TELECOM GROUP, INC.
|
|
|
|
Date:
December 21, 2020
|
By:
|
/s/
Michael J Kandell
|
|
|
Michael
J Kandell
|
|
|
Chief
Financial Officer and Corporate Secretary
|
Wireless Telecom (AMEX:WTT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Wireless Telecom (AMEX:WTT)
Historical Stock Chart
From Sep 2023 to Sep 2024