UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
|
x
|
Filed by a Party other than the Registrant
|
o
|
Check the appropriate box:
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
|
o
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
o
|
Soliciting Material under Rule 14a-12
|
|
|
WIRELESS
TELECOM GROUP, INC.
|
(Name
of Registrant as Specified in its Charter)
|
|
|
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
x
|
No fee required.
|
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
|
|
|
1)
|
Title of each class of securities to which transaction applies:
|
|
2)
|
Aggregate number of securities to which transaction applies:
|
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
|
5)
|
Total fee paid:
|
|
|
|
|
o
|
Fee paid previously with preliminary materials.
|
|
|
|
o
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
1)
|
Amount previously paid:
|
|
2)
|
Form, Schedule or Registration Station No.:
|
|
3)
|
Filing Party:
|
|
4)
|
Date Filed:
|
EXPLANATORY
NOTE
On April 19, 2019,
Wireless Telecom Group, Inc. (the “Company”) filed its Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”) and the related Proxy Card (the “Proxy Card”) for the Company’s 2019 Annual Meeting of Shareholders
with the Securities and Exchange Commission (“SEC”). The Proxy Statement was filed in connection with the Company’s
2019 Annual Meeting of Shareholders to be held on May 30, 2019 (the “Annual Meeting”). This supplement to the Proxy
Statement and Proxy Card is being filed to add a new Proposal 4 that is soliciting a non-binding, advisory vote from Company shareholders
on the frequency with which the Company’s shareholders shall have an advisory say-on-pay vote on compensation paid to our
named executive officers (“Proposal 4”). This Proposal 4 was inadvertently omitted from the Proxy Statement and Proxy
Card when originally filed with the SEC and this filing corrects this error. Other than the addition of this Proposal 4 to the
Proxy Statement and the Proxy Card and an updated Notice of the Annual Meeting that adds the Proposal 4, no other changes have
been made to the Proxy Statement or the Proxy Card and they continue to be in full force and effect as originally filed and continue
to seek the vote of Company shareholders for all proposals to be voted on at the Annual Meeting.
Capitalized terms
used but not otherwise defined in this supplement have the meanings ascribed to them in the Proxy Statement. This supplement should
be read together with the Proxy Statement.
PROXY STATEMENT SUPPLEMENT
2019 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 30, 2019
This Proxy Statement
Supplement (the “Supplement”) supplements and amends the original definitive proxy statement of Wireless Telecom Group,
Inc. (the “Company”, “we”, or “our”), dated April 19, 2019 (the “Proxy Statement”)
for the Company’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”) to, (i) add a new Proposal
4 to the Proxy Statement that provides for a non-binding, advisory vote of Company shareholders on the frequency with which the
Company’s shareholders shall have the advisory say-on-pay vote on compensation paid to our named executive officers (“Proposal
4”) and (ii) update the Notice of the Annual Meeting to add the new Proposal 4 (the “Updated Notice”). This
Supplement, along with the Updated Notice accompanying this Supplement as Appendix A, contains additional information about the
Annual Meeting, including any adjournments or postponements thereof. The form of proxy card included with the originally filed
definitive proxy statement is amended in its entirety to include all four proposals. The revised proxy card accompanies this mailing.
The Annual Meeting is being held at the offices of Bryan Cave Leighton Paisner LLP, 1290 Avenue of the Americas, 35
th
Floor, New York, NY 10104, on Thursday, May 30, 2019, at 9:00 a.m., local time.
This Supplement
relates to the new Proposal 4 to be considered by shareholders at the Annual Meeting and does not provide all of the information
that is important to your decisions with respect to voting on all of the proposals that are being presented to shareholders for
their vote at the Annual Meeting. Additional information is contained in the Proxy Statement, which is included in this mailing.
To the extent that the information in this Supplement differs from, updates or conflicts with the information contained in the
Proxy Statement, the information in this Supplement shall amend and supersede the information in the Proxy Statement. Except as
so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for you to review.
Accordingly, we urge you to read this Supplement carefully and in its entirety together with the Proxy Statement.
This Supplement relates
to the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting. On April 24,
2019, we began mailing this Supplement, the Updated Notice of Annual Meeting attached hereto as Appendix A, the Proxy Statement,
our Annual Report to Shareholders, and the enclosed new proxy card to all shareholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON MAY 30, 2019.
This Supplement,
the Proxy Statement, Proxy Card, as revised, and our Annual Report to Shareholders are available at
http://www.proxyvote.com.
PROPOSALS TO BE VOTED UPON BY SHAREHOLDERS
Information contained
in this Supplement relates to Proposal 4 that will be presented to shareholders at the Annual Meeting. Information regarding Proposals
1, 2 and 3 that will be presented to shareholders at the Annual Meeting can be found in the Proxy Statement as originally filed
with the SEC on April 19, 2019, and which is included herewith.
Please note that
if you have already voted your shares by one of the methods described in the Proxy Statement, we strongly encourage you to read
this Supplement and to also vote on Proposal 4.
Effect of Abstentions and Broker Non-Votes
Shares of common
stock present at the Annual Meeting but that abstain from voting on Proposal 4 are not treated as votes cast. Therefore, such
abstention will have no effect on the outcome of the vote on Proposal 4. These abstentions, however, are counted towards
establishing a quorum for the Annual Meeting. Broker non-votes (shares held by brokers, banks and other intermediaries that do
not have discretionary authority to vote on a matter and have not received voting instructions from their
customers) will have no effect on the outcome of the vote, although they are counted towards establishing a quorum for the Annual
Meeting. If you are a beneficial holder of our common stock and do not provide specific voting instructions to your broker, bank
or other intermediary, the organization that holds your shares will not be authorized to vote on Proposal 4 or the other proposals,
except for Proposal 2- the ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm.
Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.
Revocation of Proxies/Voting of Shares
Any shareholders
giving a proxy may revoke it at any time before the votes are counted at the Annual Meeting by submission of a later dated proxy
or subsequent Internet or telephonic proxy. Shareholders entitled to vote at the Annual Meeting who attend may revoke any proxy
previously granted and vote in person at the Annual Meeting by written ballot. Unless so revoked, the shares represented by such
proxies or voting instructions will be voted at the Annual Meeting and all adjournments or postponements of the Annual Meeting.
Proxies solicited on behalf of the Board will be voted in accordance with the directions given.
If you have previously
submitted voting instructions with respect to Proposals 1, 2 and/or 3, (i) submitting the enclosed proxy card with voting
instructions that differ will serve to revoke those prior voting instructions in favor of the more recent instructions, (ii) submitting
the enclosed proxy card with no voting instructions with respect to Proposals 1, 2 and 3 will result in the shares being voted
on those matters as provided in the paragraph directly below and (iii) submitting the enclosed proxy card with voting instructions
consistent with prior instructions received will have no impact on those prior instructions.
For shareholders
of record, all shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with
instructions given by the shareholders. Where proxies are returned without instructions, the shares will be voted: (1) “
FOR
”
the election of each of the director nominees as a director of the Company; (2) “
FOR
” the ratification of PKF
O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2019; (3) “
FOR
” the approval of the advisory resolution regarding the compensation of the Company’s
named executive officers; (4) “
FOR
” a frequency of every year for future non-binding, advisory shareholder
votes on the compensation paid to our named executive officers (except that shares will not be voted where the last proxy card
received by the Company did not include this proposal); and (5) in the discretion of the proxy holders upon such other business
as may properly come before the Annual Meeting.
PROPOSAL 4
ADVISORY VOTE REGARDING THE
FREQUENCY OF VOTING ON THE COMPENSATION PAID TO THE
COMPANY’S NAMED EXECUTIVE OFFICERS
As required by Section
14A of the Exchange Act, the Company is providing shareholders with a non-binding, advisory vote on the frequency with which the
Company’s shareholders shall have the advisory, non-binding “say-on-pay” vote on compensation paid to our named
executive officers provided for in Proposal 3, as set forth in the Proxy Statement.
Our shareholders
voted on a similar proposal at our annual meeting of shareholders in 2013, with a majority of the votes cast voting to hold the
say-on-pay vote every three years. Since 2013, we have held the say-on-pay vote at every third annual meeting, including this
Annual Meeting.
The Board believes
that since the original vote of our shareholders on the frequency of say-on-pay voting, annual say-on-pay voting has evolved to
be a best practice in corporate governance. Accordingly, the Board has concluded that an annual advisory shareholder vote on the
compensation paid to our named executive officers will provide the Board with current information on shareholder sentiment about
our executive compensation program and enable the Board to respond timely, when deemed appropriate, to any concerns that shareholders
may express about the program in the annual say-on-pay advisory votes.
The Company is presenting
this Proposal 4, which gives you as a shareholder the opportunity to inform the Company as to how often you wish us to include
a proposal, similar to Proposal 3 above, in our proxy statement. Specifically, we are asking whether the advisory vote should
occur every year, every two years or every three years. Shareholders are being asked to vote on the following non-binding, advisory
resolution:
RESOLVED, that the
frequency of once every one, two or three years that receives the highest number of votes cast for this non-binding, advisory
resolution will be considered to be the preferred frequency of the shareholders with which the Company is to hold future non-binding
shareholder advisory votes on the compensation paid to our named executive officers set forth in the Company’s proxy statement.
Vote Required
As with your vote
on Proposal 3, your vote on this Proposal 4 is an advisory vote, which means that the Company and the Board are not required to
take any particular action based on the outcome of the vote. However, our Board and our Compensation Committee value the opinions
of our shareholders and to the extent there is any significant vote in favor of one frequency over the other options, we will
consider our shareholders’ sentiment and the Board will evaluate appropriate next steps.
Shareholders may
vote for 1, 2 or 3 years, or may abstain. If there is no designation on a proxy as to how the shares represented should be voted
on this proposal, the proxy will be voted for a frequency of every year. The advisory vote on frequency will be determined based
on the number of years which receives the most votes cast. Shares of common stock that are present at the Annual Meeting but abstain
from voting on such proposal are not treated as votes cast and will have no effect on the outcome of the vote on this proposal.
Also, broker non-votes will have no effect on the outcome of the vote on this proposal.
Board Recommendations
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” A RESOLUTION THAT PROVIDES FOR A FREQUENCY OF EVERY YEAR FOR FUTURE NON-BINDING, ADVISORY
SHAREHOLDER VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.
Appendix A
Updated Notice of Annual Meeting
WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
UPDATED NOTICE OF 2019 ANNUAL MEETING
OF SHAREHOLDERS
To Be Held on Thursday, May 30,
2019
THIS UPDATED NOTICE
IS HEREBY GIVEN that the 2019 Annual Meeting of Shareholders of Wireless Telecom Group, Inc. (our “Annual Meeting”)
will continue to be held at the offices of Bryan Cave Leighton Paisner LLP, 1290 Avenue of the Americas, 35
th
Floor,
New York, NY 10104, on Thursday, May 30, 2019, at 9:00 a.m., local time and that the following purposes, which now includes a
new proposal 4, as more fully described in the proxy statement (the “Proxy Statement”) and the supplement to the Proxy
Statement:
|
1.
|
To elect each of Alan L. Bazaar, Joseph Garrity, Mitchell Herbets,
Michael Millegan, Allan D.L. Weinstein and Timothy Whelan as a member
of the Company’s board of directors, for a term of one year
and until their respective successors are elected and qualified;
|
|
2.
|
To ratify the selection of PKF O’Connor Davies, LLP as the
Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2019;
|
|
3.
|
To consider and approve an advisory (non-binding) resolution regarding
the compensation of the Company’s named executive officers;
and
|
|
4.
|
To hold an advisory (non-binding) vote regarding the frequency
of voting on the compensation paid to the Company’s named executive
officers.
|
The Board of Directors
(the “Board”) is not aware of any other business that will be presented for consideration at the Annual Meeting. If
any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting
for action by shareholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment
on that matter.
The Board recommends
that you vote “FOR” each of the director nominees proposed by the Board, that you vote “FOR” proposals
2 and 3 and “FOR” a frequency of every year under proposal 4. The background of each of the director nominees and
a description of the other proposals are described in detail in the accompanying Proxy Statement.
The Board has fixed
the close of business on April 15, 2019 (the “Record Date”) as the record date for determining the shareholders entitled
to notice of and to vote at our Annual Meeting, or at any adjournment or postponement thereof. Only shareholders at the close
of business on the Record Date are entitled to vote at our Annual Meeting or at any adjournment or postponement thereof.
We mailed the Proxy
Statement Supplement (the “Supplement”), including this updated Notice of Annual Meeting, the Proxy Statement, our
Annual Report to Shareholders, and the updated Proxy Card to our shareholders beginning on or about April 24, 2019.
The Supplement
contains additional information related to the new Proposal 4 to be considered by shareholders at the Annual Meeting. However,
the Supplement does not include all of the information
provided in connection
with the Annual Meeting. Accordingly, we urge you to read the Supplement carefully and in its entirety together with the Proxy
Statement.
Please note that
if you have already voted your shares, we strongly encourage you to also vote on proposal 4 which has been added for shareholders
to consider and vote on at the Annual Meeting.
It is important
that your shares be represented and voted at the Annual Meeting. Whether or not you expect to be present at the Annual Meeting,
after receiving the proxy materials please vote as promptly as possible to ensure your representation and the presence of a quorum
at the Annual Meeting.
|
By Order of the Board of Directors,
|
|
|
|
Michael Kandell
|
|
Secretary
|
Dated: April 24, 2019
Important Notice Regarding Availability
of Proxy Materials
for the 2019 Annual Meeting of Shareholders to be Held on May 30, 2019
Our Proxy Statement,
Proxy Statement Supplement, Annual Report to Shareholders, and Proxy Card, as revised, are available on the Internet at
http://www.proxyvote.com
.
PROXY
WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054
This Proxy is Solicited on Behalf
of the Board of Directors
of Wireless Telecom Group, Inc.
The undersigned hereby
appoints Messrs. Tim Whelan and Michael Kandell, or either of them, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and vote, as designated below, all the shares of the Common Stock of Wireless Telecom
Group, Inc. held of record by the undersigned on April 15, 2019, at the Annual Meeting of Shareholders to be held on May 30, 2019
or any adjournment thereof. The undersigned hereby revokes any proxy previously given with respect to such shares.
Shares
represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the proxies will
have authority to vote FOR the nominees for director; FOR the ratification of the appointment of PKF O’ Connor Davies,
LLP as Wireless Telecom Group, Inc.’s independent registered public accountant; FOR the adoption of the advisory
resolution approving the compensation of the Company’s named executive officers; and FOR a frequency of every year for
future non-binding, advisory shareholder votes on the compensation paid to our named executive officers (except that shares
will not be voted where the last proxy card received by the Company did not include this proposal).
The undersigned acknowledges receipt
of the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement.
The Board of Directors recommends
you vote FOR the following:
1.
|
Election of Directors
|
|
For All
|
|
Withhold All
|
|
For All Except
|
|
|
|
________
|
|
________
|
|
________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To withhold authority to vote for any individual nominee(s), mark “For All Except”
and write the number of the nominee(s) on the line below:
|
|
|
|
|
|
|
|
|
|
Nominees
|
|
|
|
|
|
|
|
01
|
ALAN L. BAZAAR
|
02
|
JOSEPH GARRITY,
|
|
|
|
|
|
|
03
|
MITCHELL HERBETS
|
04
|
MICHAEL MILLEGAN
|
|
|
|
|
|
|
05
|
ALLAN D.L. WEINSTEIN
|
06
|
TIMOTHY WHELAN
|
The Board of Directors recommends you vote FOR the following
proposal:
2.
|
Ratification of PKF O’Connor Davies, LLP as the Company’s
independent registered public accountants for the year ending December 31, 2019.
|
|
|
|
FOR:
|
[ ]
|
|
|
|
|
|
|
AGAINST:
|
[ ]
|
|
|
|
|
|
|
ABSTAIN:
|
[ ]
|
|
3.
|
Advisory resolution approving the compensation of the Company’s
named executive officers.
|
|
|
|
FOR:
|
[ ]
|
|
|
|
|
|
|
AGAINST:
|
[ ]
|
|
|
|
|
|
|
ABSTAIN:
|
[ ]
|
|
The Board of Directors recommends you
vote 1 YEAR on the following proposal:
4.
|
A non-binding advisory vote regarding the frequency of voting on the compensation
paid to the Company’s named executive officers.
|
|
|
|
1 YEAR:
|
[ ]
|
|
|
|
|
|
|
2 YEARS:
|
[ ]
|
|
|
|
|
|
|
3 YEARS:
|
[ ]
|
|
|
|
|
|
|
ABSTAIN:
|
[ ]
|
|
NOTE: In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the meeting.
Please indicate if you plan to attend this meeting
|
Yes [ ]
|
No [ ]
|
Please sign exactly
as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title
as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
Signature (Joint Owners)
|
|
Date
|
Wireless Telecom (AMEX:WTT)
Historical Stock Chart
From Feb 2024 to Mar 2024
Wireless Telecom (AMEX:WTT)
Historical Stock Chart
From Mar 2023 to Mar 2024