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 (Amendment No. ____)
Filed by the Registrant
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x
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Filed by a Party other than the Registrant
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¨
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Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under Rule 14a-12
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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):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Station No.:
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Filing Party:
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4)
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Date Filed:
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WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
(973) 386-9696
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 5, 2017
To the Shareholders of Wireless Telecom Group, Inc.:
NOTICE IS HEREBY GIVEN
that the annual meeting of shareholders of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”),
will be held at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 35
th
Floor, New York, NY 10104, on Monday,
June 5, 2017, at 9:00 a.m., local time (the “Meeting”), for the following purposes:
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1.
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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;
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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,
2017;
and
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3.
|
To
transact
such
other
business
as
may
properly
come
before
the
Meeting
and
any
adjournment
thereof.
|
The board of directors
of the Company unanimously recommends that you vote “FOR” each of the six nominees to the board of directors and “FOR”
the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for
the fiscal year ending December 31, 2017.
The close of business
on April 24, 2017 has been fixed as the record date for the determination of shareholders entitled
to notice of and to
vote at the Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at
the Meeting.
All shareholders are
cordially invited to attend the Meeting. Whether or not you expect to attend, you are requested to sign, date and return the enclosed
proxy promptly. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience.
Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof by (i) filing written
notice of such revocation with the Secretary of the Company, (ii) submission of a duly executed proxy bearing a later date, or
(iii) voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation of a proxy. Any
written notice revoking a proxy should be sent to: Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road,
Parsippany, New Jersey 07054.
IF YOUR SHARES ARE HELD BY A BANK OR BROKER, YOU MUST BRING
YOUR BANK OR BROKER’S STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF THE SHARES TO THE MEETING. WHETHER OR NOT YOU EXPECT
TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors,
Michael Kandell
Secretary
Dated: April 26, 2017
WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
(973) 386-9696
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 5, 2017
This proxy statement
and accompanying proxy card is furnished in connection with the solicitation by the board of directors of Wireless Telecom Group,
Inc., a New Jersey corporation (the “Company”), of proxies in the enclosed form for the Annual Meeting of Shareholders
(the “Meeting”) to be held at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 35
th
Floor, New
York, NY 10104, on Monday, June 5, 2017, at 9:00 a.m., local time, and for any adjournment or adjournments thereof, for the purposes
set forth in the foregoing Notice of Annual Meeting of Shareholders. The persons named in the enclosed proxy form will vote the
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for which they are appointed
in accordance with the directions of the shareholders appointing them. The principal executive offices of the Company are located
at 25 Eastmans Road, Parsippany, New Jersey 07054. The approximate date on which this proxy statement and the accompanying form
of proxy will first be mailed to the Company’s shareholders is April 28, 2017.
At the Meeting, the
following proposals will be presented to the shareholders for approval:
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1.
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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;
and
|
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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,
2017.
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Copies of the Company’s
Annual Report containing audited financial statements of the Company for the fiscal year ended December 31, 2016, are being mailed
together with this proxy statement to all shareholders entitled to vote at the Meeting.
Important Notice
Regarding the Availability of Proxy Materials For June 5, 2017 Shareholder Meeting:
The Company’s notice of annual meeting
of shareholders, proxy statement and Annual Report are available on the internet at
http://www.proxyvote.com
.
OUTSTANDING
SHARES AND VOTING RIGHTS
Only holders of record
of shares of Common Stock as of the close of business on April 24, 2017 (the “Record Date”) are entitled to vote at
the Meeting. On the Record Date, there were 22,289,475 shares of Common Stock outstanding and entitled to be voted at the Meeting.
As of the Record Date, there were 398 holders of record of the Common Stock. Each outstanding share of Common Stock as of the
Record Date is entitled to one vote on all matters to be acted upon at the Meeting. A complete list of shareholders of record
entitled to vote at the Meeting will be available for inspection by any shareholder for any purpose germane to the Meeting for
10 days prior to the Meeting during ordinary business hours at the Company’s headquarters located at 25 Eastmans Road, Parsippany,
New Jersey 07054.
Most of the Company’s
shareholders hold their shares through a broker, bank or other nominee, rather than directly in their own name. There are some
important distinctions between being a shareholder of record and being the beneficial owner of shares held in the name of a nominee.
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●
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Record
holder
of
shares
.
If
your
shares
of
Common
Stock
are
registered
directly
in
your
name
with
the
Company’s
transfer
agent,
American
Stock
Transfer
&
Trust
Company,
LLC,
you
are
considered,
with
respect
to
those
shares,
the
holder
of
record,
and
these
proxy
materials
have
been
sent
directly
to
you.
As
the
holder
of
record,
you
have
the
right
to
grant
your
voting
proxy
directly
to
the
persons
named
on
the
enclosed
proxy
card
or
to
vote
in
person
at
the
Meeting.
A
proxy
card
is
enclosed
with
this
proxy
statement
for
your
use.
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●
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Beneficial
owner
.
If
your
shares
of
Common
Stock
are
held
in
a
stock
brokerage
account
or
by
a
bank
or
other
nominee,
you
are
considered,
with
respect
to
those
shares,
the
beneficial
owner
of
shares
held
in
“street
name,”
and
these
proxy
materials
are
being
forwarded
to
you
by
your
broker
or
nominee
who
is
considered,
with
respect
to
those
shares,
the
holder
of
record.
As
the
beneficial
owner,
you
have
the
right
to
direct
your
broker
or
nominee
how
to
vote
and
are
also
invited
to
attend
the
Meeting.
However,
since
you
are
not
the
holder
of
record,
you
may
not
vote
these
shares
in
person
at
the
Meeting.
Your
broker
or
nominee
has
enclosed
a
voting
instruction
card
with
this
proxy
statement
for
your
use
in
directing
the
broker
or
nominee
how
to
vote
your
shares.
Shares
of
Common
Stock
held
in
street
name
may
be
voted
in
person
by
you
only
if
you
obtain
a
signed
proxy
from
the
holder
of
record
giving
you
the
right
to
vote
the
shares.
If
you
wish
to
vote
such
shares
in
person
at
the
Meeting,
you
must
bring
to
the
Meeting
the
signed
proxy
from
the
holder
of
record
giving
you
the
right
to
vote
in
person.
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Attendance at the Meeting
is generally limited to our shareholders and their authorized representatives. All shareholders must bring an acceptable form
of identification, such as a driver’s license, in order to attend the Meeting in person. In addition, if you hold shares
of Common Stock in “street name” and would like to attend the Meeting, you will need to bring an account statement
or other acceptable evidence of ownership of shares as of the close of business on the Record Date for the Meeting. However, those
who hold shares in “street name” cannot vote their shares at the Meeting without a legal proxy.
Shares of Common Stock
represented by proxies that are properly executed, duly returned and not revoked will be voted in accordance with the instructions
contained therein. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience.
If you give your proxy but do not include specific instructions on how to vote, the individuals named as proxies will vote your
shares as follows:
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●
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FOR
the
election
of
the
board
of
directors’
nominees
for
director;
and
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●
|
FOR
the
ratification
of
the
appointment
of
PKF
O’Connor
Davies,
LLP
as
our
independent
registered
public
accounting
firm
for
the
fiscal
year
ending
December
31,
2017.
|
If other matters are
properly presented at the Meeting, the individuals named as proxies will have the discretion to vote on those matters for you
in accordance with their best judgment. At this time we know of no other matter to be presented at the Meeting.
Any shareholder giving
a proxy has the power to revoke such proxy at any time before it is voted by (i) filing written notice of such revocation with
the Secretary of the Company, (ii) submission of a duly executed proxy bearing a later date, or (iii) voting in person at the
Meeting. Attendance at the Meeting will not in and of itself constitute a revocation of a proxy. Any written notice revoking a
proxy should be sent to: Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.
A quorum is required
for the Company’s shareholders to conduct business at the Meeting. The presence at the Meeting, in person or by proxy, of
the holders of a majority of the shares entitled to vote at the Meeting (a majority of the outstanding shares of the Company’s
common stock as of the Record Date) will constitute a quorum, permitting us to conduct the business of the Meeting. Please carefully
consider the information contained in this proxy statement and, whether or not you plan to attend the Meeting, submit your vote
promptly so that we can be assured of having a quorum present at the Meeting and so that your shares may be voted in accordance
with your wishes even if you later decide not to attend. Abstentions and “broker non-votes” (described below) will
be counted for purposes of determining whether there is a quorum for the transaction of business at the Meeting.
Directors are elected
by a plurality of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy). Only shares
that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares
present at the Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld
authority to vote for such nominee will not be counted toward such nominee’s achievement of a plurality.
The affirmative vote
of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy) is required
for ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting
firm for the 2017 calendar year. See below for a discussion of the effect of abstentions and broker non-votes.
A broker non-vote occurs
when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received
voting instructions from the beneficial owner in a timely fashion and does not have discretionary voting power with respect to
that matter because it is considered non-routine. Under the current rules of the New York Stock Exchange, brokers have discretionary
authority with respect to the ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent
registered public accounting firm for the 2017 calendar year, and may therefore vote your shares with respect to such proposal
if such broker does not receive instructions from you. However, brokers or other nominees may not exercise discretionary voting
power with respect to the election of directors, as director elections are considered to be non-routine. Therefore, if a broker
or other nominee has not received voting instructions from the beneficial owner with respect to proposal 1 regarding the election
of directors, such nominee cannot vote the relevant shares on the proposal for which no voting instructions have been received.
As a result, it is important that you provide appropriate instructions to your brokerage firm with respect to your vote.
Effect of Abstentions
and Broker Non-Votes
: If your shares are treated as an abstention or broker non-vote, your shares will only be counted
for purposes of determining whether a quorum is present. Abstentions and broker non-votes will not be considered in determining
the number of votes cast on a particular matter.
PROPOSAL
1
ELECTION OF DIRECTORS
General
The Company’s
By-laws provide that the Company’s board of directors shall consist of up to nine members. The number of directors constituting
the Company’s board of directors, as determined by the Company’s board of directors, is currently fixed at seven,
and at present, there are seven directors serving on the Company’s board of directors. As has been previously disclosed,
Don C. Bell III recently advised the Company that he will not seek re-election to the board. Accordingly, at the Meeting the Company’s
shareholders will be asked to vote for the election of only six nominees to serve on the Company’s board of directors until
the next annual meeting of shareholders and until their respective successors are elected and qualified. The Nominations and Governance
Committee will undertake a review of the composition of the board and make a recommendation to the board as to whether to seek
candidates to fill the vacancy left by Mr. Bell’s departure or to reduce the number of directors constituting the board
to six. The board does not expect these recommendations will be made before the Meeting.
If a proxy is properly
executed but does not contain voting instructions, it will be voted “FOR” the election of each of the nominees named
below as a director of the Company. Proxies can be voted only for persons who are nominated in accordance with applicable law
and the procedures set forth in the Company’s by-laws. Management has no reason to believe that any of the nominees named
below will be unable to serve as a director. However, in the event that any of the nominees should become unable or unwilling
to serve as a director, the proxies may be voted for such substitute nominees as the Company’s board of directors may designate.
Director Nominees and Executive Officers of the Company
Set forth below are
the names, ages and descriptions of the backgrounds, as of April 3, 2017, of each of the director nominees, all of whom are current
directors, and of the executive officers of the Company.
Name
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Age
|
|
Position(s)
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Alan L. Bazaar
(1)(3)
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47
|
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Chairman of the Board
|
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Joseph Garrity
(1)(3)
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61
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Director
|
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|
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Mitchell Herbets
(2)
|
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60
|
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Director
|
|
|
|
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Michael Millegan
(2)
|
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58
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Director
|
|
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Allan D.L. Weinstein
(3)
|
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46
|
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Director
|
|
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Timothy Whelan
|
|
51
|
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Director, Chief Executive
Officer
|
|
|
|
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Paul Genova
|
|
61
|
|
President and Chief Operating
Officer
|
|
|
|
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Michael Kandell
|
|
41
|
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Chief Financial Officer and
Secretary
|
|
|
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Joseph Debold
|
|
62
|
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Senior Vice President of Global
Sales and Marketing
|
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(1)
|
Current
Member
of
Nominations
and
Governance
Committee
|
|
(2)
|
Current
Member
of
Compensation
Committee
|
|
(3)
|
Current
Member
of
Audit
Committee
|
Alan L. Bazaar
,
a director nominee, became a director of the Company in June 2013 and was elected Chairman of the board of directors in April
2014. Mr. Bazaar is currently the Chief Executive Officer of Hollow Brook Wealth Management LLC, a position he has held since
November 2013, where he is responsible for firm-wide operations, investment research, and portfolio management. Mr. Bazaar has
served as a director of Hudson Global Inc. since June 2015. Mr. Bazaar served as a director of LoJack Corporation from March 2015
until the completion of its sale in March 2016. Mr. Bazaar was formerly a director of NTS, and served from December 2012 until
the completion of its sale in June 2014. From 2004 until April 2008, Mr. Bazaar has served as a director of Media Sciences International,
Inc., which manufactured and distributed business color printer supplies and industrial ink applications in the United States.
From July 1999 until December 2009, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments,
LLC where he co-managed the public equity portfolio and was responsible for all elements of due diligence. Previously, Mr. Bazaar
served as a director of Airco Industries, Inc., a privately held manufacturer of aerospace products, and was employed by Arthur
Andersen LLP in the Assurance and Financial Buyer’s Practices group and in the Business Fraud and Investigation Services
Unit. Mr. Bazaar received an undergraduate degree in History from Bucknell University and a Master of Business Administration
from the Stern School of Business at New York University. Mr. Bazaar is also a Certified Public Accountant. The Company believes
that Mr. Bazaar’s successful track record as an accomplished business leader with significant experience as Chief Executive
Officer and membership on public boards qualifies him to serve on the Company’s board of directors.
Joseph Garrity
,
a director nominee, became a director of the Company in July 2007. From 2011 to present, Mr. Garrity serves as the co-founder,
COO/CFO of Salem Global Partners, Inc., a strategic recruiting and consulting company serving the financial services industry.
Mr. Garrity served in various capacities from 1991 to 2005 including: Executive Vice President, Chief Financial Officer, Chief
Operating Officer and Director of 4 Kids Entertainment, a licensing company involved in film and television production, and a
New York Stock Exchange-listed company at the time.
For more than six years prior to such time, Mr. Garrity was a Senior
Audit Manager for Deloitte & Touche LLP serving U.S. and multinational public companies. Mr. Garrity is a member of the advisory
board of AGB Search, Inc., a higher education executive search firm, and a trustee of the Central Harlem Initiative for Learning
and Development and Saint Michael’s College. Mr. Garrity has over 20 years of experience in executive financial management
and is a CPA and a member of the New York State Society of CPAs and the AICPA. Mr. Garrity’s significant tenure as the chief
financial officer of a public company, as well as his financial background, qualifies him to serve on the Company’s board
of directors and as a financial expert on the Company’s audit committee.
Mitchell Herbets
,
a director nominee, became a director of the Company in June 2015. Mr. Herbets serves as the Managing Principal of Herbets Consulting
LLC, a consulting company he formed in 2012. He currently serves as non-executive Chairman of Thales Defense and Security, Inc.,
a global technology company that provides advanced technology equipment to the U.S. defense and federal technology markets. From
2000 to 2010, Mr. Herbets served as the Chief Executive Officer and President of Thales. He joined Thales in 1987 and served in
a number of senior executive positions, including leadership roles in program management, engineering, and business development
prior to serving as Chief Executive Officer. Prior to joining Thales, Mr. Herbets’ career included four years of service
with the U.S. Army with the final rank of Captain. He holds a Bachelor’s degree in Electrical Engineering from Lehigh University
and a Master’s in Business Administration from George Washington University. Mr. Herbets’ experience as a chief executive
officer, in addition to his significant technical expertise and background in the defense industry, qualifies him to serve on
the Company’s board of directors.
Michael Millegan,
a director nominee, was appointed to fill a vacancy on the board of directors on November 13, 2016. Mr. Millegan was President
of Verizon Global Wholesale group, a business unit of Verizon Communications, where he focused on global carrier, wireless and
cable company network requirements from 2007 until his retirement in December 2013. During this time, he served as a member of
the Verizon Leadership Committee which focused on operational performance. Prior to that, Mr. Millegan was Senior Vice President/Market
President for Verizon’s Midwest Operations and Senior Vice President
Enterprise/Wholesale
business unit, which focused on over 300 large enterprise customers. Mr. Millegan also led the Logistics/Supply Chain business
unit as the Senior Vice President from 2000 to 2004. Mr. Millegan served on the advisory board of FINSPHERE, a leader in mobile
identity authentication enabling financial institutions and mobile network operators to protect against credit card fraud. In
addition, Mr. Millegan is an advisor to WINDPACT, an innovative sports technology company developing protective gear to minimize
sports related concussive head trauma. He holds a Bachelor’s and Master’s degree in Business Administration from Angelo
State University. Mr. Millegan’s experience as an executive at Verizon and advisor to multiple technology companies qualifies
him to serve on the Company’s board of directors.
Allan D.L. Weinstein,
a director nominee, was appointed to fill a vacancy on the board of directors on November 9, 2016. Mr. Weinstein is the co-founder
and Managing Partner of Gainline Capital Partners LP., a private equity firm. Prior to co-founding Gainline in 2015, he was a
Managing Partner of CAI Private Equity, a private equity firm, which he joined in 2012. While at CAI, Mr. Weinstein served on
the firm’s Investment Committee and was a partner in CAI’s management company. Before joining CAI, Mr. Weinstein was
a Managing Director at New York-based private equity firm Lincolnshire Management, Inc., where he was employed for nearly 18 years.
Mr. Weinstein began his career with Fleet Bank, and he has served as a director or officer of numerous companies, including Allison
Marine, Bankruptcy Management Solutions and Shred-Tech Corporation as well as Chief Financial Officer of Credentials Services International, Inc. He is currently on the Board of Directors of CSAT Solutions
Holdings LLC, a reverse logistics company serving the electronics sector. Mr. Weinstein has a Bachelor’s degree in History
and Economics from Vassar College. Mr. Weinstein’s experience in private equity and membership on boards of multiple companies
qualifies him to serve on the Company’s board of directors.
Timothy Whelan
,
a director nominee, was appointed Chief Executive Officer of the Company effective June 30, 2016, and has served as a director
of the Company since March 2015. Before assuming the role of the Company’s CEO, Mr. Whelan was Managing Director of Echo
Financial Business Consulting Group, a privately held financial and operational consulting firm he co-founded in February 2014.
Mr. Whelan served as President and Chief Operating Officer of IPC Systems, Inc., a company that provides and services voice communication
systems for the financial services industry, from 2009 to 2013. Mr. Whelan served as Executive Vice President and Chief Financial
Officer of IPC Acquisition Corp./IPC Systems Holdings Corp. from 2001 to 2009 and also served as its Principal Accounting Officer
from 2001 to 2009. From July 2000 to December 2001, Mr. Whelan served as Divisional Chief Financial Officer of Global Crossing’s
Financial Markets division. From May 1999 to June 2000, Mr. Whelan served as Vice President of Finance at IPC Information Systems,
Inc. and IXnet. Mr. Whelan is a certified public accountant and previously worked for Ernst & Young from 1992 to 1999. He
previously spent four years as a U.S. Naval Officer. Mr. Whelan has served as a director of Edgewater Technology, Inc. since March
2016. He has a Bachelor of Science degree in Accounting from Villanova University. Mr. Whelan’s significant tenure as a
chief financial and chief operating officer, his experience managing all aspects of the financial management of a company, as
well as his experience in IT services, technology and telecommunications industries, qualifies him to serve on the Company’s
board of directors.
Paul Genova
is currently serving as the Company’s President and Chief Operating Officer, a role he has held since June of 2016. Previously,
he served as the Company’s Chief Executive Officer and member of the board of directors from November 2009 and as the Company’s
Chief Financial Officer from September 2003 to September 2010. From March 2004 until July 2005, Mr. Genova served as a director
of the Company and from September 2005 to January 2006, Mr. Genova served as interim Chief Executive Officer of the Company. From
1994 to February 2002, Mr. Genova served as Chief Financial Officer of Wilson Logistics, Inc., a supply chain management and industrial
services provider. From 1985 to 1994, Mr. Genova worked with Deloitte & Touche LLP as a Senior Audit Manager, working with
various global manufacturing companies.
Michael Kandell
was appointed to serve as Chief Financial Officer effective January 2, 2017. Prior to joining the Company, Mr. Kandell worked
at Avaya, Inc., a multinational technology company specializing primarily in unified communication and contact center products
and services, from 2010, most recently serving
as Senior Director of
Accounting. Prior to Avaya, Mr. Kandell worked at Precision Partners, Inc., an advanced manufacturing and engineering services
company, from 2007 to 2010 as assistant corporate controller and, prior to that, from 2000 to 2007 at Ernst & Young LLP in
various roles in the audit and assurance practice. He received his Bachelor of Science degree in accounting from College of New
Jersey. Mr. Kandell is a Certified Public Accountant.
Joseph Debold
has
served
as the Company’s Senior Vice President of Global Sales and Marketing since March 2011 and previously served
as the Company’s Senior Vice President of Global Sales and Marketing in a non-executive officer role since joining the Company
in April 2010. From 2009 to 2010, Mr. Debold served as a Vice President of Sales and Business Development at EXTOL International,
a technology firm in the field of electronic data interchange and business-to-business data integration. In 2003, Mr. Debold founded,
and served as President of, the consulting firm of Camelot, Inc. until his departure in 2009. Previous to that, Mr. Debold served
in various sales, marketing and operating leadership roles at Relavis Corporation (part of Group Business Software AG), Worldtalk
(part of Axway) and Candle Corporation (now part of IBM). Mr. Debold is a graduate of Fordham University’s MBA School and
Manhattan College.
There are no family
relationships among any of the director nominees, current directors or executive officers of the Company.
Independence of Directors
We apply the standards
of the NYSE MKT LLC (the “NYSE MKT” or the “New York Stock Exchange”), the stock exchange upon which our
Common Stock is listed, for determining the independence of the members of our board of directors and board committees. The Company’s
board of directors has determined that all of the Company’s directors, except Mr. Whelan, are currently “independent”
in accordance with the applicable listing standards of the New York Stock Exchange as currently in effect. Under applicable New
York Stock Exchange rules, Mr. Whelan is not considered independent because he presently serves as the Company’s CEO. The
board of directors considered the relationship of Alan Bazaar to Hollow Brook Wealth Management LLC, an 8.3% shareholder of the
Company. Mr. Bazaar beneficially owns 9.2% of the Company’s outstanding common stock, which includes the shares held by
Hollow Brook Wealth Management LLC. The Board concluded, consistent with the guidance of the NYSE, that this significant stock ownership did not adversely
affect Mr. Bazaar’s independence from management. There were no other relationships between the Company and any of the other
directors to be considered by the board of directors in its independence determinations.
Meetings of the Board of Directors
During the fiscal year
ended December 31, 2016, the Company’s board of directors held eight meetings. The board of directors has an Audit Committee,
a Compensation Committee and a Nominations and Governance Committee. During the fiscal year ended December 31, 2016, the Audit
Committee held four meetings, the Compensation Committee held five meetings and the Nominations and Governance Committee held
two meetings. The board of directors formed a Strategic Planning and Operating Committee in November 2015 which completed its
work and was disbanded in June 2016. During the fiscal year ended December 31, 2016, no director attended fewer than 75% of the
aggregate of the total number of meetings of the Company’s board of directors (held during the period for which he was a
director) and the total number of meetings held by all committees of the Company’s board of directors on which he served
(held during the period that he served).
Corporate Governance Guidelines and Committees of the
Board of Directors
Our board of directors
maintains a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance in all
areas of its responsibilities. Our corporate governance guidelines are available on our website at www.wtcom.com by clicking on
the tab “Investor Relations,” and then the “Corporate Governance Guidelines” link.
The Company’s
board of directors has also adopted a written charter for each of the Audit Committee, the Compensation Committee, and the Nominations
and Governance Committee. Each charter is available on the Company’s website at www.wtcom.com by first clicking on the tab
“Investor Relations”, then clicking on the tab “Corporate Governance” and then the appropriate link for
each committee charter. Except to the extent expressly stated otherwise, information contained on or accessible from our website
or any other website is not incorporated by reference into and should not be considered part of this proxy statement.
The Audit Committee
serves at the pleasure of the Company’s board of directors, and is authorized to review proposals of the Company’s
auditors regarding annual audits, recommend the engagement or discharge of the auditors, review recommendations of such auditors
concerning accounting principles and the adequacy of internal control over financial reporting and accounting procedures and practices,
review the scope of the annual audit, approve or disapprove each professional service or type of service other than standard auditing
services to be provided by the auditors, and review and discuss the audited financial statements with the auditors.
Before an independent
public accounting firm is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit
Committee. Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well
as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent
registered public accounting firm. During our fiscal year ended December 31, 2016, no services were provided to us by our independent
registered public accounting firm other than in accordance with the pre-approval procedures described herein.
During the fiscal year
ended December 31, 2016, the members of the Audit Committee were Messrs. Alan L. Bazaar, Joseph Garrity, Timothy Whelan and Allan
D.L. Weinstein. Mr. Whelan served on the Audit Committee until his appointment as Chief Executive Officer of the Company on June
30, 2016. Mr. Weinstein became a member of the Audit Committee in November 2016.
The Company’s
board of directors has determined that each of Messrs. Bazaar, Garrity and Weinstein currently meet the independence criteria
set forth in the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission, or SEC, for audit
committee membership. The board of directors has also determined that all current members of the Audit Committee possess the level
of financial literacy required by applicable rules of the New York Stock Exchange and the SEC. The Company’s board of directors
has determined that Joseph Garrity is qualified as an “audit committee financial expert” as such term is defined in
Item 407(d) of Regulation S-K.
The Compensation Committee
serves at the pleasure of the Company’s board of directors, and is authorized to establish salaries, incentives and other
forms of compensation for officers, directors and certain key employees and consultants, administer the Company’s various
incentive compensation and benefit plans and recommend policies relating to such plans. The members of the Compensation Committee
during the fiscal year ended December 31, 2016 were Messrs. Bell, Herbets, Millegan and Whelan. Mr. Whelan was a member of the
Compensation Committee from January 2016 until his appointment as Chief Executive Officer of the Company in June 2016. Mr. Millegan
became a member of the Compensation Committee in November 2016. The board of directors has determined that each of Messrs. Bell,
Herbets and Millegan is currently independent for purposes of the applicable New York Stock Exchange rules.
The Nominations and
Governance Committee serves at the pleasure of the Company’s board of directors, and oversees the process for performance
evaluations of each of the committees of the board of directors and is responsible for overseeing matters of corporate governance,
including evaluation of the performance and practices of the Company’s board of directors and review and recommended changes
to our corporate governance guidelines. It is also within the charter of the Nominations and Governance Committee to review the
Company’s management succession plans and executive resources. In addition, the Nominations and Governance Committee reviews
possible candidates for the Company’s board of directors and
recommends the nominees
for directors to the board for approval as described in greater detail below. The members of the Nominations and Governance Committee
during the fiscal year ended December 31, 2016 were Messrs. Bazaar, Bell, and Garrity. The board of directors has determined that
each of Messrs. Bazaar, Bell and Garrity are currently independent for purposes of the applicable New York Stock Exchange rules.
The Strategic Planning
and Operating Committee was established by the board of directors in November 2015 to work with management in connection with
a robust strategic evaluation of the Company’s existing and prospective product portfolio, customers, markets and sales
channels, as well as the Company’s M&A activities. Messrs. Whelan and Herbets served on this Committee. By June of 2016,
the core work of the committee was completed and the committee was disbanded.
Code of Business Conduct and Ethics
The Company’s
board of directors has adopted a Code of Business Conduct and Ethics (the “Code”) that outlines the principles of
legal and ethical business conduct under which the Company does business. The Code, which is applicable to all directors, employees
and officers of the Company, is available at the Company’s website at www.wtcom.com. Any substantive amendment or waiver
of the Code may be made only by the Company’s board of directors or a committee of the board of directors, and will be promptly
disclosed to the Company’s shareholders on its website. In addition, disclosure of any waiver of the Code will also be made
by the filing of a Current Report on Form 8-K with the SEC in accordance with the requirements thereof.
Director Nominations
The Nominations and
Governance Committee is responsible for, among other things, the selection, or the recommendation to the Company’s board
of directors for selection, of nominees for election as directors. The Company’s board of directors determines whether the
Nominations and Governance Committee shall make director nominations as a committee or make recommendations to the board of directors
with respect to director nominations. In selecting candidates for appointment or re-election to the board of directors, the Nominations
and Governance Committee considers the following criteria:
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●
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Personal
and
professional
ethics
and
integrity,
including
a
reputation
for
integrity
and
honesty
in
the
business
community.
|
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●
|
Experience
as
an
executive
officer
of
companies
or
as
a
senior
leader
of
complex
organizations,
including
scientific,
government,
educational,
or
large
not-for-profit
organizations.
The
committee
may
also
seek
directors
who
are
widely
recognized
as
leaders
in
the
fields
of
technology,
wireless
systems,
or
business
generally,
including
those
who
have
received
awards
and
honors
in
their
field.
|
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●
|
Financial
knowledge,
including
an
understanding
of
finance,
accounting,
the
financial
reporting
process,
and
company
measures
for
operating
and
strategic
performance.
|
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●
|
Fundamental
qualities
of
intelligence,
perceptiveness,
fairness,
and
responsibility.
|
|
●
|
Ability
to
critically
and
independently
evaluate
business
issues,
contributing
diverse
perspectives
or
viewpoints,
and
making
practical
and
mature
judgments.
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●
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A
genuine
interest
in
the
Company,
and
the
ability
to
spend
the
time
required
to
make
substantial
contributions
as
a
director.
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●
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No
conflict
of
interest
or
legal
impediment
that
would
interfere
with
the
duty
of
loyalty
to
the
Company
and
its
shareholders.
|
Directors should have
varied educational and professional experiences and backgrounds that, collectively, provide meaningful guidance and counsel to
management. Diversity of background, including gender, race, ethnic or national origin, age, and experience in business, government,
education, international experience and other areas relevant to the Company’s business are factors in the selection process.
As a company, we are committed to creating and sustaining a culture of inclusion and fairness. In addition, the Nominations and
Governance Committee reviews the qualifications of the directors to be appointed to serve as members of the Audit Committee to
ensure that they meet the financial literacy and sophistication requirements under New York Stock Exchange rules and that at least
one of them qualifies as an “audit committee financial expert” under the rules of the SEC.
If the Nominations
and Governance Committee believes that the Company’s board of directors requires additional candidates for nomination, the
Nominations and Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified
candidates and will consider recommendations from the Company’s directors and officers.
Shareholder Nominations of Directors
Shareholders may nominate
persons for election to our board of directors at a meeting of shareholders in the manner provided in our By-laws, which include
a requirement to comply with certain notice procedures. Nominations shall be made pursuant to written notice addressed to our
principal executive offices set forth on page 1 of this proxy statement, and for the Annual Meeting of Shareholders in 2018, must
be received not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 2017
Annual Meeting of Shareholders, or no later than March 7, 2018 and no earlier than February 6, 2018.
Board Leadership Structure and Role in Risk Oversight
The board of directors
oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including
strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes
not only understanding company specific risks and the steps management implements to manage those risks, but also what level is
acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and
assessing the related risks and implementing the appropriate level of risk for the Company. The board of directors meets with
management at least quarterly to review, advise and direct management with respect to strategic business risks, operational risks
and financial risks, among others. The board of directors also delegates oversight to board committees to oversee selected elements
of risk.
The Audit Committee
oversees financial risk exposures, including monitoring the integrity of the Company’s financial statements, internal control
over financial reporting, and the independence of the Company’s independent registered public accounting firm. The Audit
Committee receives periodic internal controls and related assessments from the Company’s finance department. The Audit Committee
also assists the board of directors in fulfilling its oversight responsibility with respect to compliance matters and meets at
least quarterly with our finance department and independent registered public accounting firm to discuss risks related to our
financial reporting function. In addition, the Audit Committee ensures that the Company’s business is conducted with the
highest standards of ethical conduct in compliance with applicable laws and regulations by monitoring our Code and by directly
monitoring the Company’s whistleblower hotline.
The Compensation Committee
participates in the design of compensation structures that create incentives that encourage a level of risk-taking behavior consistent
with the Company’s business strategy as is further described in the Executive Compensation section below. The Company believes
its compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse
effect on the Company.
The Nominations and
Governance Committee oversees governance-related risks by working with management to establish corporate governance guidelines
applicable to the Company, and making recommendations regarding director nominees, the determination of director independence,
leadership structure and membership on the committees of the board of directors.
The Company separates
the roles of CEO and Chairman of the board of directors in recognition of the differences between the two roles. Additionally,
having an independent director serve as the Chairman of the board of directors is an important aspect of the Company’s corporate
governance policies. All of the members of the board of directors are “independent” within the standards of the NYSE
MKT, except Mr. Whelan, our CEO. Our board of directors receives periodic presentations from our executive officers regarding
our compliance with our corporate governance practices. While our board of directors maintains oversight responsibility, management
is responsible for our day-to-day risk management processes. Our board of directors believes this division of responsibility is
an effective approach for addressing the risks we face. The independent members of our board of directors, as defined by SEC rules
and NYSE MKT listing standards, meet in executive sessions in conjunction with regularly scheduled quarterly board meetings. Mr.
Alan Bazaar presided over the executive sessions in 2016.
Certain Legal Proceedings
None of our directors
or executive officers, nor any associate of such individual, are parties in a material legal proceeding adverse to us or any of
our subsidiaries nor do any such individuals have a material interest adverse to us or any of our subsidiaries.
Communications by Shareholders with Directors
The Company encourages
shareholder communications to the Company’s board of directors and/or individual directors. Shareholders who wish to communicate
with the Company’s board of directors or an individual director should send their communications to the director(s) care
of Timothy Whelan, Chief Executive Officer, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054; or Fax:
(973) 386-9191. Communications regarding financial or accounting policies should be sent to the attention of the Chairman of the
Audit Committee. All other communications should be sent to the attention of the Chairman of the Nominations and Governance Committee.
Mr. Whelan will maintain a log of such communications and will transmit as soon as practicable such communications to either the
Chairman of the Audit Committee or the Chairman of the Nominations and Governance Committee, as applicable, or to the identified
individual director(s), although communications that are abusive, in bad taste or that present safety or security concerns may
be handled differently, as determined by Mr. Whelan.
Director Attendance at Annual Meetings
The Company will make
every effort to schedule its annual meeting of shareholders at a time and date to accommodate attendance by directors taking into
account the directors’ schedules. All of our directors who were then incumbent attended the Company’s 2016 annual
meeting of shareholders. All directors and director nominees are expected to attend the Meeting.
Vote Required and Recommendation of the Company’s
Board of Directors
The terms of each of
the Company’s incumbent directors will expire on the date of the Meeting. Management’s nominees for election by the
Company’s shareholders to the board of directors are Alan L. Bazaar, Joseph Garrity, Mitchell Herbets, Michael Millegan,
Allan D.L. Weinstein and Timothy Whelan. Please see “Director Nominees, Current Directors and Executive Officers of the
Company” above for information concerning each of the nominees.
If a quorum is present
at the Meeting, the six nominees for directors receiving the highest number of votes cast “FOR” will be elected as
directors of the Company, each to serve until the next annual meeting of the Company’s shareholders or until their respective
successors are elected and qualified.
The
Company’s board of directors unanimously recommends that you vote “FOR” the election of each of the nominees
named above to the Company’s board of directors. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH NOMINEE
UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
AUDIT COMMITTEE
REPORT
The Audit Committee
is composed of independent directors, as defined in the listing standards of the New York Stock Exchange, and operates under a
written charter adopted by the board of directors. The current members of the Company’s Audit Committee are Joseph Garrity,
Alan L. Bazaar and Allan D.L. Weinstein.
The following is the
report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December
31, 2016. The information contained in this report shall not be deemed to be soliciting material or to be filed with the SEC,
nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or
the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
In connection with
the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016:
|
1.
|
The
Audit
Committee
reviewed
and
discussed
the
audited
financial
statements
with
management;
|
|
2.
|
The
Audit
Committee
discussed
with
PKF
O’Connor
Davies,
LLP
(“PKF”),
the
Company’s
independent
registered
public
accounting
firm,
the
matters
required
to
be
communicated
by
Public
Company
Accounting
Oversight
Board
(“PCAOB”)
Auditing
Standard
No.
16
“Communications
with
Audit
Committees”;
and
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|
3.
|
The
Audit
Committee
reviewed
the
written
disclosures
and
the
letter
from
PKF
required
by
applicable
requirements
of
the
PCAOB
regarding
the
independent
auditors’
communications
with
the
Audit
Committee
concerning
independence,
and
discussed
with
the
auditors
their
independence
and
satisfied
itself
as
to
the
auditor’s
independence.
|
Based on the review
and discussion referred to above, the Audit Committee recommended to the Company’s board of directors that the Company’s
audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2016, for filing with the SEC.
AUDIT COMMITTEE
Joseph Garrity
Alan L. Bazaar
Allan D.L. Weinstein
Dated: April 26, 2017
EXECUTIVE
COMPENSATION
Overview
The goal of our named
executive officer compensation program is the same as our goal for operating the Company—to create long-term value for our
shareholders. Toward this goal, we have designed and implemented our compensation programs for our named executive officers to
reward them for sustained financial and operating performance and leadership excellence, to align their interests with those of
our shareholders and to encourage them to remain with the Company for long and productive careers. Most of our compensation elements
simultaneously fulfill one or more of our performance, alignment and retention objectives. These elements consist of salary and
bonuses, equity incentive compensation, retirement and other benefits. In deciding on the type and amount of compensation for
each executive, we focus on both current pay and the opportunity for future compensation. We combine the compensation elements
for each executive in a manner we believe optimizes the executive’s contribution to the Company.
Compensation Objectives
Performance
.
Key elements of compensation that depend on the named executive officer’s performance include:
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●
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a
discretionary
cash
bonus
that
is
based
on
an
assessment
of
his
performance
against
pre-determined
quantitative
and
qualitative
measures
within
the
context
of
the
Company’s
overall
performance;
and
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●
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equity
incentive
compensation
in
the
form
of
stock
options
and
restricted
stock,
which
are
subject
to
vesting
requirements
that
depend
on
the
applicable
named
executive
officer
or
the
Company
meeting
specific
performance
objectives
and
require
continued
service
by
the
named
executive
officer
with
the
Company.
|
Base salary and bonus
are designed to reward annual achievements and be commensurate with the executive’s scope of responsibilities, demonstrated
leadership abilities, and management experience and effectiveness. Our equity incentive compensation is focused on motivating
and challenging each named executive officer to achieve superior, longer-term, sustained results.
Alignment.
We
seek to align the interests of the named executive officers with those of our investors by evaluating executive performance on
the basis of key financial measurements which we believe closely correlate to long-term shareholder value, including revenue,
operating profit, earnings per share, operating margins, return on total equity or total capital, cash flow from operating activities
and total shareholder return. We believe that our equity incentive compensation awards align the interests of the named executive
officers with the interests of our shareholders because we have structured the vesting of the awards to relate to achieving specific
performance objectives and the total value of the awards corresponds to stock price appreciation.
Retention.
We
attempt to retain our executives by using continued service as part of the vesting terms of our equity compensation awards.
Implementing Our Objectives
Determining Compensation.
Our Compensation Committee relies upon its judgment in making compensation decisions, after reviewing the performance
of the Company and carefully evaluating an executive’s performance during the year against predetermined established goals,
relating to leadership qualities, operational performance, business responsibilities, career with the Company, current compensation
arrangements and long-term
potential to enhance shareholder value. Specific factors affecting compensation decisions for the named executive officers include:
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●
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key
financial
measurements
such
as
revenue,
operating
profit,
earnings
per
share,
operating
margins,
return
on
total
equity
or
total
capital,
cash
flow
from
operating
activities
and
total
shareholder
return;
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●
|
strategic
objectives
such
as
acquisitions,
dispositions
or
joint
ventures,
technological
innovation
and
globalization;
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●
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promoting
commercial
excellence
by
launching
new
or
continuously
improving
products
or
services,
being
a
leading
market
player
and
attracting
and
retaining
customers;
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●
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achieving
specific
operational
goals
for
the
Company,
including
improved
productivity,
simplification
and
risk
management;
|
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●
|
achieving
excellence
in
their
organizational
structure
and
among
their
employees;
and
|
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●
|
supporting
our
values
by
promoting
a
culture
of
unyielding
integrity
through
compliance
with
law
and
our
ethics
policies,
as
well
as
commitment
to
community
leadership
and
diversity.
|
We generally do not
adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation
elements. We consider competitive market compensation paid by other companies, but we do not attempt to maintain a certain target
percentile within a peer group or otherwise rely on those data to determine executive compensation. We incorporate flexibility
into our compensation programs and in the assessment process to respond to and adjust for the evolving business environment.
We strive to achieve
an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. Any apportionment goal is
not applied rigidly and does not control our compensation decisions; we use it as another tool to assess an executive’s
total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our
mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of
cash and equity incentive awards. We also seek to balance compensation elements that are based on financial, operational and strategic
metrics, including elements intended to reflect the performance of our shares. We believe the most important indicator of whether
our compensation objectives are being met is our ability to motivate our named executive officers to deliver superior performance
and retain them to continue their careers with us on a cost-effective basis.
Role of Compensation
Committee and CEO
.
The Compensation Committee of our board has primary responsibility for overseeing the design, development
and implementation of the compensation program for the CEO and the other named executive officers. The Compensation Committee
evaluates the performance of the CEO and recommends to all independent directors the CEO compensation in light of the goals and
objectives of the compensation program. The CEO and the Compensation Committee together assess the performance of the other named
executive officers and the Compensation Committee determines their compensation, based on initial recommendations from the CEO.
The other named executive officers do not play a role in their own compensation determination, other than discussing individual
performance objectives with the CEO.
Role of Compensation
Consultants.
We did not use the services of any compensation consultant in matters affecting senior executive or director
compensation in 2016 or 2015. However, we have engaged with
compensation consultants
in the past and either the Company or the Compensation Committee may engage or seek the advice of compensation consultants in
the future.
Equity Grant
Practices.
The exercise price of each stock option awarded to our named executive officers under our current long-term
equity incentive plan is the closing price of our stock on the date of grant. Scheduling decisions are made without regard to
anticipated earnings or other major announcements by the Company. We prohibit the re-pricing of stock options. Restricted stock
awards for our named executive officers and our stock option awards typically provide for vesting based upon the Compensation
Committee’s or the board of director’s determination of the Company’s achievement of certain financial milestones.
The vesting structure of our equity grants is intended to further our goal of executive retention by providing an incentive to
our senior executives to remain in our employ during the vesting period.
Tax Deductibility
of Compensation.
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount
that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s four other most
highly compensated executive officers who are employed as of the end of the year. This limitation does not apply to compensation
that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation
paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by
shareholders).
Potential Impact
on Compensation from Executive Misconduct.
If the board determines that an executive officer has engaged in fraudulent
or intentional misconduct, the board would take action to remedy the misconduct, prevent its recurrence, and impose such discipline
on the wrongdoers as it deems appropriate and permissible in accordance with applicable law. Discipline would vary depending on
the facts and circumstances, and may include, without limitation, (1) termination of employment, (2) initiating an action for
breach of fiduciary duty, and (3) if the misconduct resulted in a significant restatement of the Company’s financial results,
seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater
than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition
to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.
Measures Used to Achieve Compensation Objectives
Annual cash compensation
Base salary
.
Base salaries for our named executive officers depend on the scope of their responsibilities, their performance, and the period
over which they have performed those responsibilities. Decisions regarding salary increases take into account the executive’s
current salary and the amounts paid to the executive’s peers within and outside the Company. Base salaries are reviewed
approximately every 12 months, but are not automatically increased if the Compensation Committee believes that other elements
of compensation are more appropriate in light of the Company’s stated objectives. This strategy is consistent with the Company’s
primary intent of offering compensation that, in significant part, is contingent on the achievement of performance objectives.
Bonus.
In
April 2015, the Compensation Committee adopted an Officer Incentive Compensation Plan, or the Bonus Plan. The Bonus Plan is an
incentive program designed to (i) attract, retain and motivate the executives required to manage the Company, (ii) promote the
achievement of rigorous but realistic annual financial goals and (iii) encourage intensive fact-based business planning. The Compensation
Committee is authorized to interpret the Bonus Plan, establish, amend or rescind any rules and regulations relating to the Bonus
Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan.
Pursuant to the terms
of the Bonus Plan, the Compensation Committee has the authority to select the Company’s employee’s that are eligible
to participate in the Bonus Plan, who are referred to as participants. Each participant will be assigned a target award that is
expressed (i) as a specified maximum bonus amount of cash, (ii) as a percentage of base salary as in effect on the first day of
the applicable fiscal year or (iii) in such other manner as determined by the Compensation Committee. The Bonus Plan affords the
Compensation Committee the full power and authority to establish the terms and conditions of any award and to waive any such terms
or conditions at any time.
The payment of a target
award is conditioned on the achievement of certain performance goals established by the Compensation Committee with respect to
a participant. Bonuses paid under the Bonus Plan, if any, are based upon an annual performance period, corresponding to each fiscal
year. For each performance period, participants are eligible to receive a potential bonus payment based on the participant’s
and the Company’s achievement, respectively, of individual management objectives and corporate financial performance elements.
Under certain circumstances, the Compensation Committee is authorized to adjust or modify the calculation of any performance goal
set for a participant. Furthermore, the Compensation Committee determines the amount of the award for the applicable performance
period for each participant. Under the terms of the Bonus Plan, the Compensation Committee also retains the right to reduce the
amount of or totally eliminate an award to a participant if it determines that such a reduction or elimination is appropriate.
Awards under the Bonus
Plan, if any, will be distributed in lump sum cash payments following the Compensation Committee’s determination of such
award. All payments under the Bonus Plan are contingent on satisfactory service through the last date of any applicable performance
period, except as described in the Bonus Plan in the event of termination due to death, disability or retirement.
Prior to the adoption
of the Bonus Plan, the CEO reviewed with the Compensation Committee the Company’s estimated full-year financial results
against the financial, strategic and operational goals established for the year, and the Company’s financial performance
in prior periods. After reviewing the final full year results, the Compensation Committee and the board of directors approved
total bonuses that were awarded from the maximum fund available based on the achievement of previously agreed to management objectives
and final full-year financial performance. If applicable, bonuses are paid in the months of March or April following our December
31 fiscal year end.
The base salaries paid,
and the annual bonuses awarded, to the named executive officers in 2016 and 2015 are shown in the Summary Compensation Table below
and are discussed in the footnotes and the section entitled “Compensation for the Named Executive Officers in 2016 and 2015”
following the Summary Compensation Table. See also the discussion below concerning the terms of the employment agreement with
our CEO, Timothy Whelan.
Equity Awards
The Company’s
equity incentive compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and
leadership, motivate future superior performance, align the interests of the executive with our shareholders’ and retain
the executives through the term of the awards. We consider the grant size and the appropriate combination of stock options or
restricted stock when making award decisions. Equity-based awards are made pursuant to the Company’s equity incentive plans.
Our current equity-based employee compensation plan, the 2012 Incentive Compensation Plan, which we refer to as the 2012 Plan,
was initially ratified by our shareholders in June 2012, and subsequently amended by the Company and ratified and approved by
our shareholders in 2014 to provide for additional shares of Common Stock for future grants under the plan. We regard the 2012
Plan as a key retention tool. Retention serves as a very important factor in our determination of the type of award to grant and
the number of underlying shares that are granted in connection with an award.
The Compensation Committee
considers cost to the Company in determining the form of award and, as a result, typically grants stock options and restricted
shares. In determining the size of an option or restricted stock grant to a named executive officer, both upon initial hire and
on an ongoing basis, our Compensation Committee considers competitive market factors, the size of the equity incentive plan pool,
cost to the Company, the level of equity held by other officers and individual contribution to corporate performance. Although
there is no set target ownership level for options or stock, the Compensation Committee recognizes that the equity based component
ensures additional focus by the named executive officers on stock price performance and enhances executive retention. The exercise
price of stock options is tied to the fair market value of our Common Stock on the date of grant and such options typically vest
either when performance targets, pre-determined by our board, are achieved, or over a requisite service period.
There is no set formula
for the granting of awards to individual executives or employees. The number of options and shares of restricted stock awarded
may vary up or down from year-to-year.
Equity incentive compensation
is based upon the strategic, operational and financial performance of the Company overall and reflects the executives’ expected
contributions to the Company’s future success. Existing ownership levels are not a factor in award determination, as we
do not want to discourage executives from holding significant amounts of our stock.
One of our named executives
received a grant of restricted stock awards under the 2012 Plan in 2016. Timothy Whelan was granted 8,333 shares of restricted
common stock on June 30, 2016 in connection with his appointment as the Company’s Chief Executive Officer. Additionally,
on June 30, 2016, Mr. Whelan was granted options under the 2012 Plan to purchase 400,000 shares (at an exercise price of $1.34
per share). These restricted shares and options vest in sixteen equal quarterly installments over a period of 4 years, or on the
date on which a “Change of Control” (as defined in the Stock Compensation Agreements dated June 30, 2016) of the Company
is consummated. We believe that this vesting schedule aids the Company in motivating and retaining our Chief Executive Officer,
and provides shareholder value. See the footnotes to the Summary Compensation Table and the section entitled “Compensation
for the Named Executive Officers in 2016 and 2015” following the Summary Compensation Table for further discussion regarding
these equity compensation grants.
No equity compensation
was awarded to any of our named executive officers in 2015.
Other Compensation
The amounts set forth
in the summary compensation table below under the caption “Other Compensation” with respect to an applicable named
executive officer includes the total estimated value of the premium paid on group term life insurance and accidental death and
dismemberment insurance, the matching contribution of the Wireless Telecom Group, Inc. 401(k) Profit Sharing Plan and the total
estimated use of Company automobiles.
Employment Agreement with CEO
In connection with
our retention of Timothy Whelan as Chief Executive Officer on June 30, 2016, the Company entered into an employment Agreement
with Mr. Whelan. The Employment Agreement has a term of one year with automatic renewals for successive one-year periods, unless
either the Company or Mr. Whelan gives notice that such party is electing to not extend the term. Under the Employment Agreement,
Mr. Whelan is entitled to an initial base salary of $275,000 per annum for his services as Chief Executive Officer, which will
be reviewed annually and may be adjusted by the Compensation Committee or the Board in their sole discretion. For the calendar
year ending December 31, 2016, in addition to his base salary, Mr. Whelan was entitled to receive a cash incentive award of 50%
of his base salary for meeting the performance targets determined by the Compensation Committee (the “
2016 Annual Cash
Bonus
”). The Compensation Committee was also entitled to award the 2016 Annual Cash Bonus in an amount greater than
50% of his base salary for performance at greater than target levels. The Employment Agreement provides that Mr. Whelan’s
cash incentive award will be pro-rated to reflect the period of his employment during 2016. For each calendar year thereafter,
Mr. Whelan will be eligible to receive an annual cash incentive award at the discretion of the Compensation Committee.
Under the Employment
Agreement, Mr. Whelan is entitled to at least four weeks of paid vacation per annum and general expense reimbursement for business
and travel related expenses incurred in the performance of his duties. The Agreement provides that Mr. Whelan is also be entitled
to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements
as are made generally available from time to time to senior executives of the Company.
If Mr. Whelan’s
employment is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms
are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the
Employment Agreement provides that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary
as in effect immediately prior to the date of termination, which is payable in equal installments over a period of one-year, (ii)
the cash amount Mr. Whelan has earned as of the date of termination as determined by the Compensation Committee in good faith,
taking into account Mr. Whelan’s annual cash incentive award opportunity for the applicable year (the “
Cash Bonus
”),
(iii) extension of the post-termination exercise period for all outstanding stock options of the Company’s common stock
held by Mr. Whelan as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and
(b) the date of expiration of the respective option, during which post-termination period such options shall continue to vest
in accordance with their respective terms (to the extent not already fully vested) (the “
Option Termination Benefits
”),
and (iv) his accrued salary and benefits as of the date of termination.
In the event that Mr.
Whelan’s employment terminates due to his death or disability, he and he and/or his estate or beneficiaries (as the case
may be) shall be entitled to (a) a single sum cash amount, payable on the 60th day following the date of termination, in an amount
equal to the Cash Bonus, (b) the Option Termination Benefits and (c) his accrued salary and benefits as of the date of termination.
If Mr. Whelan’s
employment is terminated by the Company for cause, by Mr. Whelan without good reason or upon expiration of the term of the Employment
Agreement, he is entitled only to his accrued salary and benefits as of the date of termination.
Summary Compensation Table for 2016 and 2015
The following summary
compensation table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2016 and 2015 to
each person serving in the role of CEO during the 2016 fiscal year and two of our other most highly compensated executive officers
who were serving as executive officers on December 31, 2016. We refer to these officers as our “named executive officers.”
Name
and Principal Position(s)
|
|
Year
|
|
Salary
($)
|
|
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
All
Other Compensation
($)
(4)
|
|
Total
($)
|
Timothy
Whelan
(1)
Chief Executive Officer
|
|
2016
|
|
139,600
|
|
|
|
—
|
|
11,200
(2)
|
|
303,000
(3)
|
|
60,700
(5)
|
|
514,500
|
Robert
Censullo
Chief Financial Officer and Secretary
|
|
2016
2015
|
|
155,000
155,000
|
|
|
|
—
14,300
|
|
—
—
|
|
—
—
|
|
27,700
28,100
|
|
182,700
197,400
|
Joseph Debold
Senior Vice President of Global Sales and Marketing
|
|
2016
2015
|
|
250,000
250,000
|
|
|
|
—
24,300
|
|
—
—
|
|
—
—
|
|
31,600
31,200
|
|
281,600
305,500
|
Paul Genova
(6)
President and Chief Operating
Officer
|
|
2016
2015
|
|
275,000
275,000
|
|
|
|
—
30,000
|
|
—
—
|
|
—
—
|
|
16,800
16,600
|
|
291,800
321,600
|
|
(1)
|
Mr.
Whelan
was
appointed
Chief
Executive
Officer
on
June
30,
2016.
Mr.
Whelan’s
salary
in
2016
represents
the
amount
paid
in
connection
with
his
six
months
of
service
with
the
Company
as
CEO
($139,600).
|
|
(2)
|
This
amount
was
calculated
based
on
the
grant
date
fair
value
of
our
Common
Stock
in
accordance
with
FASB
ASC
Topic
718.
In
2016
Mr.
Whelan
was
awarded
8,333
shares
of
service-based
restricted
Common
Stock.
The
calculated
aggregate
grant
date
fair
value
of
the
service-based
grant
is
approximately
$11,200.
In
June
of
2016
before
being
appointed
Chief
Executive
Officer,
Mr.
Whelan
was
granted
30,000
shares
of
service-based
restricted
Common
Stock
as
a
non-employee
director.
These
shares
were
forfeited
upon
being
named
Chief
Executive
Officer
on
June
30,
2016.
|
|
(3)
|
In
2016,
Mr.
Whelan
was
awarded
400,000
shares
of
service-based
stock
options
(at
an
exercise
price
of
$1.34
per
share).
These
options
vest
in
sixteen
equal
quarterly
installments
over
a
four
year
period.
The
calculated
aggregate
grant
date
fair
value
of
the
service-based
grant
is
approximately
$303,000.
The
grant
date
fair
value
of
the
options
was
estimated
using
the
Black-Scholes
option
pricing
model.
In
June
of
2016
before
being
appointed
Chief
Executive
Officer,
Mr.
Whelan
was
granted
70,000
shares
of
service-based
stock
options
as
a
non-employee
director.
These
options
were
forfeited
upon
being
named
Chief
Executive
Officer
on
June
30,
2016.
|
|
(4)
|
The
amounts
shown
in
this
column
reflect
for
each
named
executive
officer
the
total
estimated
value
of
the
use
of
a
Company
automobile,
the
premium
paid
on
group
term
life
insurance
and
accidental
death
and
dismemberment
insurance,
and
the
Company’s
matching
contribution
under
the
Wireless
Telecom
Group,
Inc.
401(k)
Profit
Sharing
Plan.
|
|
(5)
|
In
addition
to
the
amounts
described
in
Note
4,
this
includes
$49,500
in
non-employee
director
fees
Mr.
Whelan
received
in
2016
prior
to
being
named
Chief
Executive
Officer.
|
|
(6)
|
On
June
30,
2016,
Mr.
Genova
resigned
from
his
position
as
Chief
Executive
Officer
as
was
appointed
President
and
Chief
Operating
Officer.
|
Compensation for the Named Executive Officers in 2016
and 2015
Set forth
below are details regarding primary elements of the named executive officer’s total 2016 and 2015 compensation base salary,
bonus and equity compensation.
Base salaries
The Compensation Committee
determined the 2016 base salaries for Messrs. Genova, Debold and Censullo would remain the same as 2015 and there would be no
increase awarded in light of the Company’s 2015 financial performance, and historical peer group compensation data for various
offices, as well as Company’s financial performance targets set forth in its 2016 budget.
Bonus
In early 2016, the
Compensation Committee determined management objectives, or MBOs, for each of Messrs. Genova, Debold and Censullo and year-end
financial performance targets for the Company in accordance with the Bonus Plan. Following the completion of the fiscal year ended
December 31, 2016, the Compensation Committee reviewed the 2016 performance of each of those named executive officers and the
Company, in relation to the various MBOs and financial performance targets. A component of each named executive’s bonus
performance target reflected achievement of the individual MBOs, generally subject to achievement of minimum financial performance
targets, and a portion was tied to the Company’s achievement of the financial performance targets.
The MBO bonus component,
which represented 30% of each named executive officer’s 2016 target bonus amount, was based on the Compensation Committee’s
quantitative assessment of the named executive officer’s achievement of specific, agreed to, MBO elements as established
pursuant to the Bonus Plan. Furthermore, for purposes of the 2016 bonus targets under the Bonus Plan, the Compensation Committee
determined that most of the MBO bonus component would not be achievable if the Company did not achieve minimum financial performance
thresholds, notwithstanding the level of achievement reached on the various MBOs.
The financial performance
bonus component of the 2016 bonus targets, which represented 70% of each named executive officer’s 2016 target bonus amount,
was based on the Company’s achievement of revenue, EBITDA, and segment sales targets established by the Compensation Committee
with input from management. Upon review following the fiscal year ended December 31, 2016, the Compensation Committee determined
that the named executive officers would not be awarded the financial performance component of the target 2016 bonus because the
Company did not meet the performance targets set.
Equity Awards
Only our CEO received
equity compensation in 2016. Grants of restricted stock and options were awarded to Mr. Whelan in connection with his agreement
to assume the role of CEO in June of 2016. No equity compensation was awarded to our named executive officers in 2015.
Outstanding Equity Awards at Fiscal Year-End 2016
|
|
Option
Awards
|
Stock Awards
|
Name
|
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Equity
incentive
plan awards:
Number of
unearned
shares, units
or other
rights that
have not
vested
(#)
|
|
Equity
incentive plan
awards:
Market or
payout value
of unearned
shares, units
or other rights
that have not
vested
($)
|
Timothy
Whelan
|
|
54,167
(1)
|
|
75,833
(2)
|
|
$1.30
|
|
11/19/2025
|
|
7,291
(3)
|
|
$13,925
|
|
|
50,000
(1)
|
|
350,000
(2)
|
|
$1.34
|
|
6/30/2026
|
|
|
|
|
Paul
Genova
|
|
—
|
|
400,000
(4)
|
|
$1.77
|
|
8/19/2023
|
|
42,000
(11)
|
|
$80,220
|
|
|
500,000
(5)
|
|
—
|
|
$0.78
|
|
11/24/2019
|
|
|
|
|
|
|
220,000
(6)
|
|
—
|
|
$1.42
|
|
4/11/2018
|
|
|
|
|
Robert
Censullo
|
|
—
|
|
100,000
(7)
|
|
$1.77
|
|
8/19/2023
|
|
11,000
(11)
|
|
$21,010
|
|
|
50,000
(8)
|
|
—
|
|
$0.75
|
|
11/08/2020
|
|
|
|
|
Joseph
Debold
|
|
—
|
|
250,000
(9)
|
|
$1.77
|
|
8/19/2023
|
|
26,000
(11)
|
|
$49,660
|
|
|
300,000
(10)
|
|
—
|
|
$0.96
|
|
4/15/2020
|
|
|
|
|
|
(1)
|
130,000
options
granted
on
11/19/2015
during
time
as
non-employee
director
which
vest
1/12
th
each
quarter
thru
11/19/2018
(54,167
shares
exercisable
as
of
12/31/16)
and
400,000
options
granted
on
6/30/2016
upon
appointment
as
CEO
which
vest
1/16
th
each
quarter
thru
6/30/2020
(50,000
shares
exercisable
as
of
12/31/16).
|
|
(2)
|
75,833
options
and
350,000
options
unexercisable
as
of
12/31/2016
related
to
the
11/19/2015
and
6/30/2016
grants
described
above
in
Note
1,
respectively.
|
|
(3)
|
8,333
restricted
shares
granted
on
6/30/16
which
vest
1/16
th
each
quarter
thru
6/30/2020
(7,291
unvested
as
of
12/31/16).
|
|
(4)
|
400,000
options
granted
on
8/19/2013,
which
vest
upon
achievement
of
certain
performance
milestones.
|
|
(5)
|
500,000
options
granted
on
11/24/2009.
|
|
(6)
|
220,000
options
granted
on
4/11/2008.
|
|
(7)
|
100,000
options
granted
on
8/19/2013,
which
vest
upon
achievement
of
certain
performance
milestones.
These
options
terminate
90
days
after
Mr.
Censullo
ceases
to
be
employed
by
the
Company.
Mr.
Censullo’s
employment
ended
on
March
31,
2017.
|
|
(8)
|
50,000
options
granted
on
11/08/2010,
which
are
fully
vested.
Mr.
Censullo
exercised
these
options
on
March
23,
2017.
|
|
(9)
|
250,000
options
granted
on
8/19/2013,
which
vest
upon
achievement
of
certain
performance
milestones.
|
|
(10)
|
300,000
options
granted
on
4/15/2010.
|
|
(11)
|
Restricted
shares
granted
on
8/19/2013,
which
vest
upon
achievement
of
certain
performance
milestones.
|
|
(12)
|
The market value of restricted shares that have not vested
was calculated based on the closing price of the Company’s common stock on 12/31/16 and assumes achievement of the threshold
performance goals for the grants to Messrs. Genova, Censullo and Debold.
|
Option Exercises for 2016
None of the named executive
officers exercised stock options during 2016.
Potential Payments upon Termination
Set forth below is
a description of the employment and other similar agreements and arrangements with the Company’s named executive officers.
Whelan Employment
Agreement.
As described above (“Employment Agreement with CEO”), the Company has an employment agreement with
Timothy Whelan, the Company’s CEO. That Employment Agreement provides for certain payments in the event of Mr. Whelan’s
termination by the Company without cause or by Mr. Whelan for “good reason”. Specifically, If Mr. Whelan’s employment
is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined
in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement
provides that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary as in effect immediately
prior to the date of termination, which is payable in equal installments over a period of one-year, (ii) the cash amount Mr. Whelan
has earned as of the date of termination as determined by the Compensation Committee in good faith, taking into account Mr. Whelan’s
annual cash incentive award opportunity for the applicable year, (iii) extension of the post-termination exercise period for all
outstanding stock options of the Company’s common stock held by Mr. Whelan as of the date of his termination to the earlier
of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during which
post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already
fully vested), and (iv) his accrued salary and benefits as of the date of termination.
Genova Severance
Agreement.
The Company and Paul Genova, currently the Company’s President and Chief Operating Officer, executed
the Genova Severance Agreement on December 10, 2012. The agreement with Mr. Genova provides that if Mr. Genova’s employment
is terminated by the Company “without cause” or if Mr. Genova terminates his employment for “good reason,”
then he will be entitled to receive (i) a lump-sum cash payment equal to 100% of his annual base compensation then in effect,
plus the amount, in the good faith determination of the board of directors, he earned as of the date of his termination under
the annual bonus component of the Company’s officer bonus incentive plan in effect at that time, and (ii) the continuation
of all benefits, to the extent permissible under the applicable benefits programs, in which he participates for a period of twelve
months following his termination. If Mr. Genova obtains subsequent employment during such twelve-month period and if he receives
benefits through such subsequent employment, the Company may terminate his continuing benefits. The terms of this agreement are
valid through December 9, 2022.
Debold Severance
Agreement.
The Company and Joseph Debold, the Company’s Vice President of Global Sales and Marketing, executed the
Debold Severance Agreement on December 10, 2012. The agreement with Mr. Debold provides that if Mr. Debold’s employment
is terminated by the Company “without cause” or if Mr. Debold terminates his employment for “good reason,”
in each case within eighteen (18) months of a Change in Control (as such term is currently defined in the 2012 Plan), then he
will be entitled to receive (i) a lump-sum cash payment equal to 75% of his annual base compensation then in effect, plus the
amount, in the good faith determination of the board of directors, he earned as of the date of his termination under the annual
bonus component of the Company’s officer bonus incentive plan in effect at that time, and (ii) the continuation of all benefits,
to the extent permissible under the applicable benefits programs, in which he participates for a period of nine months following
his termination. If Mr. Debold obtains subsequent employment during such nine-month period and if he receives benefits through
such subsequent employment, the Company may terminate his continuing benefits. The terms of this agreement are valid through December
9, 2022.
Censullo Severance
Agreement.
The Company and Robert Censullo, the Company’s now former CFO, executed the Censullo Severance Agreement
on June 14, 2013. The agreement with Mr. Censullo provided that if Mr. Censullo’s employment was terminated by the Company
“without cause” or if Mr. Censullo terminated his employment for “good reason,” in each case within eighteen
(18) months of a Change in Control (as such term is defined in the 2012 Plan), then he would have been entitled to receive (i)
a lump-sum cash payment equal to 50% of his annual base compensation then in effect, plus the amount, in the good faith determination
of the board of directors, he earned as of the date of his termination under the annual bonus component of the Company’s
officer bonus incentive plan in effect at that time, and (ii) the continuation of all benefits, to the extent permissible under
the applicable benefits programs, in which he participated for a period of six months following his termination. The term of this
agreement was through June 13, 2023. As previously reported, Mr. Censullo left the Company on March 31, 2017. In connection with
his separation, the Company and Mr. Censullo entered into a separation agreement pursuant to which the Company agreed to pay Mr.
Censullo six months continuing salary (ending in September 2017) and to reimburse Mr. Censullo for one month of COBRA healthcare
continuation.
Change of Control.
As discussed above under “Equity Awards” each of our named executive officers have been awarded stock option
grants that have vested or that will vest and will become immediately exercisable upon achievement of certain financial metrics
or the date on which a change of control of the Company occurs.
Director Compensation for 2016
From January 1, 2016
until June 8, 2016, non-employee directors of the Company received cash compensation. That cash compensation included an annual
retainer of $20,000 for each non-employee director, plus an additional annual cash retainer for serving as a committee member
as follows: Audit Committee - $2,000; Compensation Committee - $2,000; Nominations and Corporate Governance Committee - $1,000;
and Strategy Planning and Operating Committee - $10,000. Committee chairs received additional cash compensation as follows: Audit
Committee - $5,000; Compensation Committee - $4,000; Nominations and Corporate Governance Committee - $3,000; and Strategic Planning
and Operating Committee - $60,000. The Chairman of the Board received an additional $5,000 annual cash compensation for his service
as Chairman.
Following a review
of non-employee director compensation by the Compensation Committee conducted in 2016, the board of directors revised compensation
for non-employee directors effective June 8, 2016. In lieu of the annual retainer of $20,000, each non-employee director will
receive on or about the date of the annual meeting of shareholders (i) an option to acquire 70,000 shares of common stock at an
exercise price equal to the closing price of the Company’s stock on the date of grant, which shall vest on the date of the
next annual meeting of shareholders of the Company; and (ii) a grant of 30,000 restricted shares of common stock which shall vest
on the date of the next annual meeting of shareholders. A non-employee director who is appointed to the board at a date other
than the annual meeting will be granted a pro-rata number of options (at an exercise price equal to the closing price on the date
of grant) and restricted stock, each of which shall fully vest on the date of the next annual meeting of shareholders. All such
equity compensation shall be granted pursuant to the 2012 plan.
In addition to the
equity compensation set forth above, the board committees will continue to receive cash compensation. Specifically, an annual
retainer for each non-employee director serving as a member of a committee as follows: Audit Committee - $4,000; Compensation
Committee - $4,000; and Nominations and Corporate Governance Committee - $2,500. Committee chairs received cash compensation as
follows: Audit Committee - $7,500; Compensation Committee - $7,500; and Nominations and Corporate Governance Committee - $5,000.
The Chairman of the Board will receive $10,000 annual cash compensation for his service as Chairman.
The following summary
compensation table sets forth the total compensation paid for the fiscal year ended December 31, 2016 to our directors.
|
|
Fees Earned or
Paid in Cash
($)
|
|
Stock
Awards
($)
(a)
|
|
Option
($) Awards
(b)
|
|
Total
($)
|
Alan L. Bazaar
|
|
|
$32,000
|
|
|
$
|
39,900
|
|
|
$
|
52,865
|
|
|
$
|
124,765
|
|
Don C. Bell III
|
|
|
$22,250
|
|
|
$
|
39,900
|
|
|
$
|
52,865
|
|
|
$
|
115,015
|
|
Joseph Garrity
|
|
|
$24,500
|
|
|
$
|
39,900
|
|
|
$
|
52,865
|
|
|
$
|
117,265
|
|
Mitchell Herbets
|
|
|
$28,500
|
|
|
$
|
39,900
|
|
|
$
|
52,865
|
|
|
$
|
121,265
|
|
Michael Millegan
|
|
|
$565
|
|
|
$
|
23,850
|
|
|
$
|
32,819
|
|
|
$
|
57,234
|
|
Allan D.L. Weinstein
|
|
|
$565
|
|
|
$
|
24,600
|
|
|
$
|
33,811
|
|
|
$
|
58,976
|
|
|
(a)
|
Represents
the
grant
date
fair
value
determined
in
accordance
with
ASC
Topic
718
for
the
grants
of
Common
Stock.
In
June
2016,
the
Company
granted
30,000
shares
of
restricted
Common
Stock
under
the
2012
Plan
to
each
of
Messrs.
Bazaar,
Bell,
Garrity
and
Herbets.
The
shares
of
restricted
stock
granted
to
the
current
directors
will
fully
vest
on
the
date
of
the
Annual
Shareholders
Meeting
in
June
2017,
subject
to
each
director
remaining
in
office
through
such
vesting
date.
In
November
2016
the
Company
granted
15,000
shares
of
restricted
Common
Stock
under
the
2012
Plan
to
each
of
Messrs.
Millegan
and
Weinstein.
The
aggregate
number
of
restricted
shares
of
common
stock
as
of
December
31,
2016
held
by
Mr.
Garrity
was
130,000
shares,
Mr.
Bazaar
was
90,000
shares
and
Mr.
Bell
was
70,000
shares.
The
aggregate
number
of
restricted
shares
held
by
Mr.
Herbets
was
50,000
shares
and
the
aggregate
number
of
restricted
shares
held
by
each
of
Messrs.
Weinstein
and
Millegan
was
35,000.
|
|
(b)
|
The
amounts
reported
in
this
column
represent
the
grant
date
fair
value
our
options
in
accordance
with
FASB
ASC
Topic
718.
The
grant
date
fair
value
of
the
options
was
estimated
using
the
Black-Scholes
option
pricing
model.
In
June
2016
Messrs.
Bazaar,
Bell,
Garrity
and
Herbets
were
each
granted
70,000
options
under
the
2012
plan
that
will
fully
vest
on
the
date
of
the
Annual
Shareholders
Meeting
in
June
2017,
subject
to
each
director
remaining
in
office
through
such
vesting
date.
In
November
2016
Messrs,
Millegan
and
Weinstein
were
granted
35,000
common
share
options
under
the
2012
plan
that
will
fully
vest
on
the
date
of
the
Annual
Shareholders
Meeting
in
June
2017,
subject
to
each
director
remaining
in
office
thru
such
vesting
date.
The
aggregate
number
of
options
as
of
December
31,
2016
held
by
each
of
Messrs.
Bazaar
and
Bell
was
70,000,
the
aggregate
number
of
options
held
by
each
of
Messrs.
Weinstein
and
Millegan
was
35,000,
the
aggregate
number
of
options
held
by
Mr.
Garrity
was
150,000
and
the
aggregate
number
of
options
held
by
Mr.
Herbets
was
85,000.
|
Security Ownership of Certain Beneficial Owners
The following table
sets forth certain information regarding the Company’s Common Stock owned as of April 10, 2017 by (i) each person who is
known by the Company to beneficially own more than 5% of its outstanding Common Stock, (ii) each director and director nominee
and each of the Company’s current named executive officers, and (iii) all executive officers and directors as a group without
naming them. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants held by that
person that are currently exercisable or will become exercisable within 60 days after April 10, 2016, are deemed outstanding and
included in both the numerator and the denominator of the calculation of percentage ownership; however, such shares are not deemed
outstanding for purposes of computing the ownership percentage of any other person.
Name and
Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
(1)
|
|
Percent of Class
(2)
|
|
|
|
|
|
|
|
Alan L. Bazaar
(3)
|
|
2,054,942
|
|
|
9.2%
|
|
|
|
|
|
|
|
|
Don C. Bell III
(4)
|
|
250,000
|
|
|
1.1%
|
|
|
|
|
|
|
|
|
Joseph Garrity
(5)
|
|
280,000
|
|
|
1.2%
|
|
|
|
|
|
|
|
|
Mitchell Herbets
(6)
|
|
129,500
|
|
|
*
|
|
|
|
|
|
|
|
|
Michael Millegan
(7)
|
|
50,000
|
|
|
*
|
|
|
|
|
|
|
|
|
Allan D.L. Weinstein
(8)
|
|
50,000
|
|
|
*
|
|
|
|
|
|
|
|
|
Timothy Whelan
(9)
|
|
186,935
|
|
|
*
|
|
|
|
|
|
|
|
|
Michael Kandell
(10)
|
|
—
|
|
|
*
|
|
|
|
|
|
|
|
|
Paul Genova
(11)
|
|
835,144
|
|
|
3.7%
|
|
|
|
|
|
|
|
|
Joseph Debold
(12)
|
|
321,970
|
|
|
1.4%
|
|
|
|
|
|
|
|
|
All executive officers and
directors as a group (10 persons)
(13)
|
|
4,158,491
|
|
|
18.2%
|
|
|
|
|
|
|
|
|
Hollow Brook Wealth Management,
LLC
(14)
E. Wayne Nordberg
Philip E. Richter
420 Lexington Avenue, Suite 2840
New York, NY 10170
|
|
1,859,597
|
|
|
8.3%
|
|
|
|
|
|
|
|
|
Horton Capital Partners, LLC
(15)
Horton Capital Management, LLC
Joseph M. Manko, Jr.
1717 Arch Street, Suite 3920
Philadelphia, PA 19103
|
|
1,364,933
|
|
|
6.1%
|
|
|
(1)
|
Except
as
otherwise
set
forth
in
the
footnotes
below,
all
shares
are
directly
beneficially
owned,
and
the
sole
voting
and
investment
power
is
held
by
the
persons
named.
|
|
(2)
|
Based
upon
22,289,475
shares
of
Common
Stock
outstanding
as
of
April
10,
2017.
|
|
(3)
|
Beneficial
ownership
includes
30,000
shares
of
restricted
Common
Stock
and
70,000
options
that
will
vest
within
60
days.
Mr.
Bazaar
has
sole
voting
and
dispositive
power
with
respect
to
95,345
shares.
Beneficial
ownership
also
includes
1,859,597
shares
of
common
stock
beneficially
owned
by
Hollow
Brook
Wealth
Management,
LLC
that
are
owned
by
its
investment
advisory
clients,
with
respect
to
which
Mr.
Bazaar
shares
voting
and
dispositive
power.
Mr.
Bazaar
serves
as
Chief
Executive
Officer
of
Hollow
Brook
Wealth
Management,
LLC.
Based
on
information
set
forth
in
a
Schedule
13D/A
filed
with
the
SEC
on
May
3,
2016.
See
footnote
14
below.
|
|
(4)
|
Beneficial
ownership
includes
30,000
shares
of
restricted
stock
and
70,000
options
that
will
vest
within
60
days.
|
|
(5)
|
Beneficial
ownership
includes
30,000
shares
of
restricted
stock
and
70,000
options
that
will
vest
within
60
days
and
80,000
shares
of
Common
Stock
subject
to
options
which
are
currently
exercisable.
|
|
(6)
|
Beneficial
ownership
includes
30,000
shares
of
restricted
stock
and
70,000
options
that
will
vest
within
60
days
and
7,500
shares
of
Common
Stock
subject
to
options
which
are
currently
exercisable.
|
|
(7)
|
Includes
15,000
shares
of
restricted
stock
and
35,000
options
that
will
vest
within
60
days.
|
|
(8)
|
Includes
15,000
shares
of
restricted
stock
and
35,000
options
that
will
vest
within
60
days.
|
|
(9)
|
Beneficial
ownership
includes
140,000
shares
of
Common
Stock
subject
to
options
which
are
currently
exercisable
and
1,562
shares
of
restricted
stock
that
have
vested
through
March
31,
2017.
|
|
(10)
|
Mr.
Kandell’s
employment
with
the
Company
commenced
in
2017
and
he
beneficially
owns
no
shares
of
Common
Stock
as
of
April
10,
2017.
|
|
(11)
|
Beneficial
ownership
includes
115,144
shares
of
Common
Stock,
and
720,000 shares
of
Common
Stock
subject
to
options
held
by
Mr.
Genova
which
are
currently
exercisable.
|
|
(12)
|
Beneficial ownership includes 21,970 shares of Common Stock and 300,000 shares of
Common Stock subject to options held by Mr. Debold.
|
|
(13)
|
Includes
150,000
shares
of
restricted
stock
and
1,597,500
options
that
are
currently
exercisable
or
exercisable
within
60
days.
Also
includes
1,859,597
shares
reportedly
owned
by
Hollow
Brook
Wealth
Management,
LLC,
a
company
for
whom
Mr.
Bazaar
serves
as
CEO.
See
note
3.
|
|
(14)
|
Hollow
Brook
Wealth
Management,
LLC,
Mr.
Bazaar,
Mr.
Norberg
and
Mr.
Richter
share
voting
and
dispositive
power
with
respect
to
such
1,859,597
shares
(which
are
owned
by
investment
advisory
clients
of
Hollow
Brook
Wealth
Management,
LLC).
Based
on
information
set
forth
in
a
Schedule
13D/A
filed
with
the
SEC
on
May
3,
2016.
See
footnote
3
above.
|
|
(15)
|
Horton
Capital
Partners,
LLC,
Horton
Capital
Management,
LLC
and
Joseph
M.
Manko,
Jr.
share
voting
and
dispositive
power
with
respect
to
such
shares.
Based
on
information
set
forth
in
a
Schedule
13G/A,
dated
December
31,
2016
and
filed
with
the
SEC
on
February
14,
2017.
|
Certain Relationships and Related Transactions
In accordance with
the terms of the charter of our Audit Committee, the Audit Committee must review and approve the terms and conditions of all related
party transactions.
We have not entered
into any transactions with any related parties over the last two fiscal years that require disclosure under Item 404(d) of Regulation
S-K promulgated by the SEC. If we were to do so in the future, any such transaction would need to be approved by the Audit Committee.
There are no family relationships among any of the Company’s directors or executive officers.
PROPOSAL
2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Relationship with Independent Public Accountants
PKF O’Connor
Davies, LLP (“PKF”) has been the Company’s independent registered public accounting firm since October 19, 2006.
The board of directors, upon the recommendation of the Audit Committee, has reappointed PKF as the Company’s independent
registered public accounting firm for the 2017 fiscal year. Although the selection and appointment of independent auditors is
not required to be submitted to a vote of shareholders, the board of directors deems it desirable to obtain the shareholders’
ratification of this appointment as a matter of good corporate practice. If the shareholders fail to ratify the selection, the
Audit Committee will reconsider whether to retain PKF. Even if the selection is ratified, the Audit Committee in its discretion
may direct the appointment of different independent registered public accounting firm at any time during the year if it determines
that such a change would be in the best interests of the Company and its shareholders. Representatives of PKF are expected to
be present at the Meeting and will have the opportunity to make statement and to respond to appropriate questions from the Company’s
shareholders.
Fees Paid to Principal Accountants
Audit Fees
The aggregate fees
billed by PKF for professional services and paid for the annual audit and for the review of the Company’s financial statements
included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2016 and 2015, and
the Company’s Quarterly Reports on Form 10-Q for each of the quarters for each of the fiscal years ended December 31, 2016
and 2015, was $152,000 and $159,000, respectively.
Audit-Related Fees
The aggregate audit-related
fees billed by PKF during the fiscal years ended December 31, 2016 and 2015 for professional services rendered for the audit of
the Company’s 401(k) Plan and consultation in connection with accounting related matters were approximately $21,000 and
$23,000, respectively.
Tax Fees
The aggregate fees
billed by PKF for all tax services, including consultation in connection with tax compliance related matters, for the fiscal years
ended December 31, 2016 and 2015, were approximately $60,000 and $38,000, respectively.
All Other Fees
There were no fees
billed by PKF for any other non-audit services for the fiscal years ended December 31, 2016 and 2015.
Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors
The Audit Committee
will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities
underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the
applicable rules of the SEC or the
Public Company Accounting
Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with
respect to the provisions of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B) of the
Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit
Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following
such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit
plan.
The Audit Committee
approved all of the non-audit services described above. Additionally, the Audit Committee has reviewed the non-audit services
provided by the principal accountants and determined that the provision of these services during fiscal years 2016 and 2015 are
compatible with maintaining the principal accountants’ independence.
The affirmative vote
of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy) is required
for approval of the ratification of the appointment of PKF as the Company’s independent registered public accounting firm
for the 2017 calendar year.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 2 RELATING TO THE RATIFICATION OF THE SELECTION OF
PKF
O’ConnOr Davies, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2017. PROXIES SOLICITED BY THE BOARD
WILL BE VOTED “FOR” RATIFICATION OF
PKF O’ConnOr Davies, LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
OTHER MATTERS
The Meeting will take
place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, 35
th
Floor, New York, New York 10104. This location
is in Manhattan between 51st Street and 52nd Street. To obtain directions to be able to attend the Meeting, contact Michael Kandell
at (973) 386-9696.
The board of directors
knows of no business that will be presented for consideration at the Meeting other than those items stated above. If any other
matters should properly come before the Meeting, it is intended that proxies named in the accompanying proxy form will vote on
any such matters in accordance with their judgment.
The Company will pay
the cost of soliciting proxies. In addition to solicitation by use of the mails, proxies may be solicited from the Company’s
shareholders, by the Company’s directors, officers and employees in person or by telephone, telegram or other means of communication.
Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket
expenses incurred in connection with such solicitation. Arrangements will be made with brokerage houses, custodians, nominees
and fiduciaries for forwarding of proxy materials to beneficial owners of shares held of record by such brokerage houses, custodians,
nominees and fiduciaries and for reimbursement of their reasonable expenses incurred in connection therewith.
The Company will only
send one set of proxy materials to two or more shareholders who share one address, unless we have received contrary instructions
from one or more of the shareholders at that address. This procedure is referred to as “householding.” Each shareholder
subject to householding will continue to receive a separate proxy card or voting instruction card.
We will promptly deliver,
upon written or oral request, a separate copy of our annual proxy materials to a shareholder at a shared address to which a single
copy was previously delivered. If you received a single set of proxy materials for this year, but you would prefer to receive
your own copy, you may direct requests for separate copies to Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans
Road, Parsippany, New Jersey 07054 or call us at (973) 386-9696. Likewise, if your household currently receives multiple copies
of proxy materials and you would like to receive one set, please contact us at the address and telephone number provided.
The Company will provide
without charge to each person being solicited by this proxy statement, on the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K for the year ended December 31, 2016 as filed with the SEC, including the financial
statements, notes, exhibits and schedules thereto. All such requests should be directed to: Michael Kandell, Secretary, Wireless
Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the
Exchange Act requires our executive officers and directors and the holders of greater than 10% of our common stock to file initial
reports of ownership and reports of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations
to furnish us with copies of these reports. Based solely on a review of the copies of these reports furnished to us and written
representations from such executive officers, directors and shareholders with respect to the period from January 1, 2016 through
December 31, 2016, the Company believes that the Company’s executive officers, directors and greater than 10% beneficial
owners have complied with all Section 16(a) filing requirements, with the exception of one late Form 3 filing by Hollow Brook
Wealth Management LLC reporting the beneficial ownership by Philip E. Richter of shares of the Company’s Common Stock.
DEADLINE
FOR SUBMISSION OF SHAREHOLDER PROPOSALS
TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Under our By-laws,
no business, including nomination of a person for election as a director, may be brought before an annual meeting unless it is
specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of the
board of directors or by a shareholder who meets the requirements specified in our By-laws and has delivered timely notice to
us (containing the information specified in the By-laws).
To be timely, a shareholder’s
notice for matters to be brought before the Annual Meeting of Shareholders in 2018 must be delivered to and received at our principal
executive office specified on page 1 of this proxy statement not less than ninety (90) days nor more than one hundred twenty (120)
days prior to the anniversary date of the 2017 Annual Meeting of Shareholders, or no later than March 7, 2018 and no earlier than
February 6, 2018. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must
meet in order to have a shareholder proposal included in our proxy statement.
Shareholders interested
in submitting a stockholder proposal for inclusion in the proxy materials for the annual meeting of shareholders in 2018 may do
so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received
by our Secretary at our principal executive office specified on page 1 of this proxy statement, no later than December 29, 2017.
By Order of the Board of Directors,
Michael Kandell
Secretary
Dated: April 26, 2017
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 24, 2017, at the Annual Meeting of Shareholders to be held on June 5, 2017
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 and FOR the ratification of Wireless Telecom Group, Inc.’s independent registered
public accountant.
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.
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Election of Directors
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For All
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Withhold All
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For All Except
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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:
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Nominees
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01 ALAN L. BAZAAR
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02 JOSEPH GARRITY
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03 MITCHELL HERBETS
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04 TIMOTHY WHELAN
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05 MICHAEL MILLEGAN
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06 ALLAN D.L. WEINSTEIN
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The Board of Directors recommends you vote FOR the following
proposal:
2.
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Ratification
of
PKF
O’Connor
Davies,
LLP
as
the
Company’s
independent
registered
public
accountants
for
the
year
ending
December
31,
2017.
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FOR:
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[ ]
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AGAINST:
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[ ]
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ABSTAIN:
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[ ]
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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.
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Signature
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Date
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Signature (Joint Owners)
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Date
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Wireless Telecom (AMEX:WTT)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Wireless Telecom (AMEX:WTT)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024