UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2022

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-11916		22-2582295
(Commission File Number)		(IRS Employer Identification No.)

25 Eastmans Road
Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

(973) 386-9696

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		WTT		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(a) On July 29, 2022, Wireless Telecom Group, Inc. (the “Company”) held its 2022 annual shareholder meeting.

(b) A quorum was present at the annual shareholder meeting.

1. The following directors were elected to serve as directors of the Company until the next annual meeting of shareholders and until their successors have been duly elected and qualified: C. Scott Gibson, Alan L. Bazaar, Jennifer Fritzsche, Michael Millegan, Allan D.L. Weinstein and Timothy Whelan. Set forth below are the final voting results for each director:

Name	For	Against	Withheld	Broker Non-Votes
C. Scott Gibson	5,598,514	0	3,422,595	4,727,373
Alan L. Bazaar	5,251,961	0	3,769,148	4,727,373
Jennifer Fritzsche	5,342,280	0	3,678,829	4,727,373
Timothy Whelan	5,527,043	0	3,494,066	4,727,373
Michael Millegan	5,335,428	0	3,685,681	4,727,373
Allan D.L. Weinstein	5,597,705	0	3,423,404	4,727,373

2. The shareholders approved the advisory resolution approving the compensation of the Company’s executive officers:

For		Against		Abstain		Broker non-Vote
6,321,920		1,989,122		710,067		4,727,373

3. The shareholders ratified the selection of PKF O’Connor Davies, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2022:

For		Against		Abstain		Broker non-Vote
12,604,277		981,952		162,253		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WIRELESS TELECOM GROUP, INC.

Date: August 1, 2022	By:	/s/ Michael Kandell
		Michael Kandell
		Chief Financial Officer

Wireless Telecom Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders