UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 2, 2023, Wireless Telecom Group, Inc. (“WTT” or the “Company”) held a special meeting of shareholders to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 24, 2023, as amended (the “Merger Agreement”) with Maury Microwave, Inc., a Delaware corporation (“Maury”), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into WTT (the “Merger”), with WTT continuing as the surviving corporation and a wholly-owned subsidiary of Maury. A quorum was present at the special meeting.
The following matters were voted on:
Proposal 1 – A proposal to approve the Merger Agreement.
Proposal 2 – A proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to WTT’s named executive officers in connection with the Merger and contemplated by the Merger Agreement.
Proposal 3 – A proposal to approve one or more adjournments of the special meeting of shareholders, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the special meeting to constitute a quorum or to approve the proposal to approve the Merger Agreement.
The shareholders voted to approve each of Proposal 1, Proposal 2 and Proposal 3, and the final voting results for each proposal were as follows:
Proposal 1:
| For | Against | Abstain | Broker Non-Vote | |||
| 12,252,999 | 912,827 | 5,822 | 0 |
Proposal 2:
| For | Against | Abstain | Broker Non-Vote | |||
| 10,614,277 | 1,456,559 | 1,100,812 | 0 |
Proposal 3:
| For | Against | Abstain | Broker Non-Vote | |||
| 12,624,302 | 398,734 | 148,612 | 0 |
| Item 8.01 | Other Events |
On August 2, 2023, WTT issued a press release announcing approval of the Merger Agreement by WTT’s shareholders. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release of Wireless Telecom Group, Inc., dated as of August 2, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: August 2, 2023 | WIRELESS TELECOM GROUP, INC. | |
| By: | /s/ Michael Kandell | |
| Name: | Michael Kandell | |
| Title: | Chief Financial Officer | |