TESS TESSCO Technologies Inc

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

TESSCO Technologies Incorporated (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on July 28, 2021, exclusively online via a live audio webcast in a virtual meeting format. Of the 8,886,031 shares of common stock outstanding as of the record date for the Annual Meeting, 7,444,829 shares, or 83.78% of the total shares eligible to vote at the Annual Meeting, were represented remotely or by proxy. Three proposals were properly submitted to the shareholders for a vote at the Annual Meeting. These proposals are described as Proposal Nos. 1, 2 and 3 in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on June 17, 2021. No other proposals were properly presented for a vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting, as well as, as applicable, the number of votes cast, both remotely and by proxy, “for” or “against,” or “withheld,” and the number of abstentions and broker non-votes, with respect to each matter.

Proposal No.1 – Election of Directors. Each of Timothy Bryan, Steven T. Campbell, Stephanie Dismore, Paul J. Gaffney, Vernon L. Irvin, Kathleen McLean and Sandip Mukerjee was elected to serve as a member of the Board of Directors of the Company for a term expiring at the annual meeting of shareholders to be held in 2022 and until his or her successor is duly elected and qualified. The vote on this proposal was as follows:

Mr. Gaffney received less than a majority of votes “FOR” his election, and in accordance with the Company’s bylaws has submitted a letter of resignation for consideration by the Nominating and Governance Committee. In accordance with the bylaws, the continued service of Mr. Gaffney on the Board will be assessed, and the Board of Directors will determine whether to accept or reject such letter, or whatever other action should be taken. In the meantime, Mr. Gaffney continues to serve on the Board. 

Proposal No.2 – Ratify Independent Registered Public Accountants. The Audit Committee of the Board of Directors selected the firm Ernst & Young LLP (“E&Y”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2022 and sought the shareholders’ ratification of E&Y’s appointment. The vote on this proposal was as follows:

Proposal No.3 – An advisory vote on named executive officer compensation for the fiscal year ended March 28, 2021. The shareholders voted to approve, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers for the fiscal year ended March 28, 2021, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Tables and other tabular information and related materials. The vote on this proposal was as follows: