WSTL / Westell Technologies, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Westell Technologies, Inc.
US ˙ OTCPK ˙ US9575413037

Mga Batayang Estadistika
LEI 549300WTJLBT4TW62Z09
CIK 1002135
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Westell Technologies, Inc.
SEC Filings (Chronological Order)
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May 21, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2021 ¨ Transition Report pursuant to Section

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 0-27266 WESTELL TE

May 21, 2021 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois

March 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 15, 2021 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fil

March 19, 2021 EX-10.1

Promissory Note dated March 15, 2021, by and among Westell, Inc. and

Exhibit 10.1 SBA Loan # 9793538508 SBA Loan Name Westell, Inc. Date March 15, 2021 Loan Amount 1,637,522.00 Interest Rate 1.00% fixed Borrower Westell, Inc. Lender St. Charles Bank & Trust Company, N. A. 1. PROMISE TO PAY: In return to the Loan, Borrower promises to pay to the order of Lender the amount of 1,637,522.00 , interest on the unpaid principal balance, and all other amounts required by t

February 12, 2021 EX-10.1

Form of Restricted Stock Unit Award under the 2019 Omnibus Incentive Compensation Plan for grants subsequent to October 1, 2020.

Exhibit 10.1 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the ?Company?) to (the ?Participant?) this day of (the ?Grant Date?) pursuant to the Company?s 2019 Omnibus Incentive Compensation Plan (the ?Plan?). The applicable terms of the Plan are incorporated herein by reference, includin

February 12, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

December 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 10, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 6, 2020 EX-10.2

Summary of Director Compensation.

Exhibit 10.2 WESTELL TECHNOLOGIES, INC. SUMMARY OF DIRECTOR COMPENSATION The quarterly retainer for all non-employee directors is $7,500. There is not separate compensation for meeting attendance or for chairpersons, including the Chairman of the Board, or members of committees. In addition, all directors may be reimbursed for certain expenses incurred in connection with attendance at Board and co

November 5, 2020 EX-99.1

Westell promotes Jeniffer Jaynes to Chief Financial Officer

Exhibit 99.1 NEWS RELEASE Westell promotes Jeniffer Jaynes to Chief Financial Officer AURORA, IL, November 5, 2020 - Westell Technologies, Inc. (OTC Pink Open Markets: WSTL), a leading provider of high-performance network infrastructure solutions, announces the promotion of Jeniffer Jaynes to Chief Financial Officer. Jaynes was previously appointed to Interim Chief Financial Officer in September o

November 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 2, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission F

October 20, 2020 15-12G

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-27266 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified i

October 15, 2020 POS AM

- POS AM

Registration No. 333-100625 As filed with the United States Securities and Exchange Commission on October 15, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or ot

October 15, 2020 S-8 POS

- S-8 POS

Registration No. 333-234706 As filed with the United States Securities and Exchange Commission on October 15, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, Inc. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or ot

October 15, 2020 S-8 POS

- S-8 POS

Registration No. 333-206974 As filed with the United States Securities and Exchange Commission on October 15, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, Inc. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or ot

October 15, 2020 POS AM

- POS AM

Registration No. 333-79407 As filed with the United States Securities and Exchange Commission on October 15, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or oth

October 9, 2020 SC 13E3/A

- SC 13E3/A3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Westell Technologies, Inc. (Name of the Issuer and Name of Person Filing Statement) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 957541204 (CUSIP Number of Class of Securities) Timothy L. Duitsman P

October 9, 2020 25

- 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-27266 WESTELL TECHNOLOGIES, INC. Nasdaq Capital Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 750 Nor

September 29, 2020 EX-99.1

Westell Stockholders Approve Reverse and Forward Splits Company to Voluntarily Delist Class A Common Stock from NASDAQ Capital Market

Exhibit 99.1 NEWS RELEASE Westell Stockholders Approve Reverse and Forward Splits Company to Voluntarily Delist Class A Common Stock from NASDAQ Capital Market AURORA, IL, September 29, 2020 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced that at the Annual Meeting on September 29, 2020, the Company’s stockholders vote

September 29, 2020 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 29, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

September 29, 2020 EX-3.2

Certificate of Amendment, filed September 29, 2020, to effect a 1,000-for-1 forward stock split

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WESTELL TECHNOLOGIES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: Article FIFTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended t

September 29, 2020 EX-3.1

Certificate of Amendment, filed September 29, 2020, to effect a 1-for-1,000 reverse stock split

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WESTELL TECHNOLOGIES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: Article FIFTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended t

September 29, 2020 EX-10.1

Agreement to Terminate the Registration Rights Agreement

Exhibit 10.1 AGREEMENT TO TERMINATE THE REGISTRATION RIGHTS AGREEMENT This Agreement to Terminate the Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2020, by and between Westell Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned trustees (the “Trustees”), on behalf of the Voting Trust formed pursuant to the Voting Trust Ag

August 14, 2020 EX-99.1

CORRECTING and REPLACING Westell Reports Fiscal 2021 First Quarter Results Sequential quarterly revenue growth of 18% with improved gross margins and lower expense structure improved loss per share 71%

Exhibit 99.1 NEWS RELEASE CORRECTING and REPLACING Westell Reports Fiscal 2021 First Quarter Results Sequential quarterly revenue growth of 18% with improved gross margins and lower expense structure improved loss per share 71% CORRECTION . . . . by Westell Technologies, Inc. August 14, 2020 The average number of common shares outstanding for the period ended June 30, 2020 in the non-GAAP table, w

August 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 14, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

August 14, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-2

August 14, 2020 EX-10.3

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Jeniffer Jaynes on April 1, 2020.

Exhibit 10.1 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED ON APRIL 1, 2020 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Jeniffer Jaynes (the “Participant”) this 1st day of April, 2020 (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). Th

August 14, 2020 EX-10.2

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Jesse Swartwood on April 1, 2020.

Exhibit 10.2 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED ON APRIL 1, 2020 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Jesse Swartwood (the “Participant”) this 1st day of April, 2020 (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). Th

August 14, 2020 EX-10.1

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Timothy Duitsman on April 1, 2020.

Exhibit 10.1 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED ON APRIL 1, 2020 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Timothy Duitsman (the “Participant”) this 1st day of April, 2020 (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). T

August 11, 2020 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

August 11, 2020 SC 13E3/A

- SC 13E3/A2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Westell Technologies, Inc. (Name of the Issuer and Name of Person Filing Statement) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 957541204 (CUSIP Number of Class of Securities) Timothy L. Duitsman P

August 11, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

August 3, 2020 EX-99.1

Westell Technologies Regains Compliance with NASDAQ Listing Requirements

Exhibit 99.1 NEWS RELEASE Westell Technologies Regains Compliance with NASDAQ Listing Requirements AURORA, IL - July 31, 2020 Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced that on July 28, the Company received a letter from the Listing Qualifications Department of The NASDAQ Stock Market indicating that it has re

August 3, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 28, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

July 29, 2020 PRER14A

- PRER14A

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. 1 ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

July 29, 2020 EX-31.2A

Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

Exhibit 31.2(a) CERTIFICATION I, Jeniffer L. Jaynes, certify that: 1. I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended March 31, 2020 of Westell Technologies, Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

July 29, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2020 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 0-27266 WESTELL TE

July 29, 2020 EX-31.1A

Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

Exhibit 31.1(a) CERTIFICATION I, Timothy L. Duitsman, certify that: 1. I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended March 31, 2020 of Westell Technologies, Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh

July 29, 2020 SC 13E3/A

- SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Westell Technologies, Inc. (Name of the Issuer and Name of Person Filing Statement) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 957541204 (CUSIP Number of Class of Securities) Timothy L. Duitsman P

July 28, 2020 CORRESP

750 NORTH COMMONS DRIVE ■ AURORA, IL 60504 (630) 898-2500 or (800) 323-6883 WESTELL TECHNOLOGIES CUSTOMER SUPPORT: (800) 377-8766

July 28, 2020 VIA EDGAR Mr. Joshua Shainess Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission Division of Corporate Finance Re: Westell Technologies Inc. Schedule 13E-3 Filed July 13, 2020 File No. 005-48551 Preliminary Proxy Statement on Schedule 14A Filed July 13, 2020 File No. 000-27266 Dear Mr. Shainess: Westell Technologies, Inc. (the ?Company?) is submitting

July 13, 2020 EX-99.(C)(II)

EX-99.(C)(II)

Exhibit (c)(ii)

July 13, 2020 SC 13E3

- SC 13E3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Westell Technologies, Inc. (Name of the Issuer and Name of Person Filing Statement) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 957541204 (CUSIP Number of Class of Securities) Timothy L. Duitsman Pr

July 13, 2020 PRE 14A

- PRE 14A

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 ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

July 10, 2020 DEFA14A

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 6, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

July 10, 2020 EX-99.1

Press release announcing Board of Directors of Westell Technologies, Inc. approves plan to terminate registration of Class A Common Stock

Exhibit 99.1 NEWS RELEASE Board of Directors of Westell Technologies, Inc. Approves Plan to Terminate Registration of Class A Common Stock AURORA, IL July 10, 2020 - Westell Technologies, Inc. (NASDAQ:WSTL) today announced that a Special Committee of independent directors has recommended, and its Board of Directors has approved, a plan for a proposed transaction whereby the Company would effect a

July 10, 2020 EX-99.1

Board of Directors of Westell Technologies, Inc. Approves Plan to Terminate Registration of Class A Common Stock

Exhibit 99.1 NEWS RELEASE Board of Directors of Westell Technologies, Inc. Approves Plan to Terminate Registration of Class A Common Stock AURORA, IL July 10, 2020 - Westell Technologies, Inc. (NASDAQ:WSTL) today announced that a Special Committee of independent directors has recommended, and its Board of Directors has approved, a plan for a proposed transaction whereby the Company would effect a

July 10, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 6, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

June 18, 2020 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois

June 18, 2020 EX-4.1

Description of Capital Stock.

Exhibit 4.1 WESTELL TECHNOLOGIES, INC. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock currently consists of 109,000,000 shares of class A common stock, 25,000,000 shares of class B common stock, and 1,000,000 shares of preferred stock, each with a par value of $0.01 per share. VOTING RIGHTS. Holders of class A common stock are entitled to one vote per share and holders of class B common

June 18, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2020 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 0-27266 WESTELL TE

June 18, 2020 EX-10.15

Summary of Director Compensation.

Exhibit 10.15 WESTELL TECHNOLOGIES, INC.SUMMARY OF DIRECTOR COMPENSATION The annual retainer for all non-employee directors is $20,000. Annual retainers for committee chairpersons are as follows: Chairman of the Board (if non-employee) -$20,000; Chair of the Audit Committee-$10,000; and Chair of the Compensation Committee-$10,000. Annual retainers for the members of committees are as follows: Memb

June 17, 2020 EX-99.2

Westell Technologies, Inc., Investor Presentation to be used beginning June 17, 2020.

June 17, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 17, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

June 17, 2020 EX-99.1

Westell Reports Fiscal 2020 Fourth Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2020 Fourth Quarter Results AURORA, IL, June 17, 2020 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2020 fourth quarter ended March 31, 2020 (4Q20) and its fiscal year ended March 31, 2020 (FY20). Management will host a conference call to d

May 22, 2020 SD

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 750 North Commons Drive Aurora, IL 60504 (Address of princ

May 22, 2020 EX-1.01

Westell Technologies, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2019.

Exhibit 1.01 CONFLICT MINERALS REPORT OF WESTELL TECHNOLOGIES, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2019 I. Introduction This is the Conflict Minerals1 Report of Westell Technologies, Inc. (“we,” “our,” “us,” or the “Company”) prepared for calendar year 2019 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in

April 20, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 14, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fil

April 20, 2020 EX-10.1

Promissory Note, dated April 8, 2020, by and among Westell, Inc. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2020).

Exhibit 10.1 NOTE Date 4/8/2020 Note Amount $1,637,522 Borrower Westell, Inc. Lender JPMorgan Chase Bank, N.A. 1. PROMISE TO PAY. Borrower promises to pay to the order of Lender the Note Amount, plus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2. DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act. “Defer

April 2, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 27, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fil

February 13, 2020 SC 13G/A

WSTL / Westell Technologies, Inc. / Hoeft David Clinton - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Westell Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 957541204 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 10, 2020 SC 13G

WSTL / Westell Technologies, Inc. / C. Silk & Sons, Inc. - SILK INVESTMENT ADVISORS SC 13G (WESTELL TECHNOLOGIES, INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) WESTELL TECHNOLOGIES, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of class of Securities) 957541204 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

February 7, 2020 10-Q

WSTL / Westell Technologies, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

February 5, 2020 EX-99.2

Westell Technologies, Inc., Investor Presentation to be used beginning February 5, 2020

February 5, 2020 EX-99.1

Westell Reports Fiscal 2020 Third Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2020 Third Quarter Results AURORA, IL, February 5, 2020 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2020 third quarter ended December 31, 2019 (FY20 3Q). Management will host a conference call to discuss financial and business results tom

February 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 5, 2020 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission F

November 27, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 26, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

November 27, 2019 EX-99.1

Westell Technologies, Inc., Investor Presentation to be used beginning November 26, 2019

November 15, 2019 S-8

WSTL / Westell Technologies, Inc. S-8 - - S-8

Registration No. 333- As filed with the United States Securities and Exchange Commission on November 14, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or other jurisdiction of incorporation or or

November 14, 2019 EX-10.8

Form of Non-Employee Director Restricted Stock Award under the 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on From 10-Q for the quarter ended September 30, 2019).

Exhibit 10.8 WESTELL TECHNOLOGIES, INC. INDEPENDENT DIRECTOR RESTRICTED STOCK AWARD THIS STOCK AWARD (“Award”) is granted this day of the "Grant Date") by Westell Technologies, Inc., a Delaware corporation (“Westell Technologies”) to (the “Director”). WHEREAS, Westell Technologies is of the opinion that its interests will be advanced by granting Director a proprietary interest in Westell Technolog

November 14, 2019 EX-10.9

Form of Restricted Stock Unit Award under the 2019 Omnibus Incentive Compensation Plan (incorporated by herein reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

EX-10.9 6 wstl-ex109x20190930.htm EXHIBIT 10.9 Exhibit 10.9 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to (the “Participant”) this day of (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). The applicable terms of the Plan

November 14, 2019 EX-10.5

Form of Restricted Stock Unit Award Agreement for award granted to Jeniffer Jaynes on August 26, 2019 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

EX-10.5 2 wstl-ex105x20190930.htm EXHIBIT 10.5 Exhibit 10.5 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Jeniffer Jaynes (the “Participant”) this 26th day of August 2019 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”).

November 14, 2019 10-Q

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019

10-Q 1 wstl-20190930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

November 14, 2019 EX-10.10

Form of Performance Share Award under the 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

EX-10.10 7 wstl-ex1010x20190930.htm EXHIBIT 10.10 Exhibit 10.10 WESTELL TECHNOLOGIES, INC. PERFORMANCE SHARE AWARD AGREEMENT FOR AWARD GRANTED TO ON THIS PERFORMANCE SHARE AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to (the “Participant”) this day of - (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The applicable ter

November 14, 2019 EX-10.7

Form of Non-Qualified Stock Option Award under the 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

EX-10.7 4 wstl-ex107x20190930.htm EXHIBIT 10.7 Exhibit 10.7 WESTELL TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION THIS NON-QUALIFIED STOCK OPTION, dated as set forth in the attached Memorandum is granted by WESTELL TECHNOLOGIES, INC. (the "Company"), to the Employee as set forth in the attached Notice of Grant (the “Employee”) pursuant to the Company's 2019 Omnibus Incentive Compensation Plan (the

November 14, 2019 EX-10.6

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Timothy Duitsman on September 1, 2019 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

EX-10.6 3 wstl-ex106x20190930.htm EXHIBIT 10.6 Exhibit 10.6 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED TO TIMOTHY DUITSMAN ON SEPTEMBER 1, 2019 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to TIMOTHY DUITSMAN (the “Participant”) this 1st day of September 2019 (the “Grant Date”) pursuant

November 13, 2019 EX-99.1

Westell Reports Fiscal 2020 Second Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2020 Second Quarter Results AURORA, IL, November 13, 2019 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2020 second quarter ended September 30, 2019 (2Q20). Management will host a conference call to discuss financial and business results to

November 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 13, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

October 21, 2019 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 18, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission F

September 23, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 17, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

August 28, 2019 EX-10.1

Severance Agreement for Jeniffer Jaynes, dated February 12, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 28, 2019).

Exhibit 10.1 Jeniffer Jaynes SEVERANCE AGREEMENT SEVERANCE AGREEMENT This Severance Agreement is entered into this 12th day of February, 2018 (the “Effective Date”), by and among Westell Technologies, Inc., a Delaware corporation and Westell, Inc., an Illinois corporation (collectively, "the Company") and Jeniffer Jaynes ("Executive"). RECITALS A. The Company desires to continue to retain Executiv

August 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 24, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

August 22, 2019 DEFA14A

WSTL / Westell Technologies, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

August 22, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 18, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

August 22, 2019 EX-10.1

Offer letter for Timothy Duitsman, dated August 18, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2019).

EX-10.1 2 a190822exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 August 18, 2019 Mr. Timothy Duitsman Dear Tim, On behalf of the Board of Directors, I am very pleased to offer you the position of President and Chief Executive Officer of Westell Technologies, Inc. ("Company") and President and Chief Executive Officer of Westell, Inc. ("Operating Subsidiary"). Your position will primarily be located at the

August 22, 2019 EX-10.2

General Release Agreement with Alfred S. (Stephen) John, dated August 21, 2019 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 22, 2019).

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 GENERAL RELEASE AGREEMENT This General Release Agreement (“Agreement”) is entered into by and between Westell Technologies, Inc. and Westell, Inc. (collectively the “Company”) and Alfred S. John (the “Executive”). In consideration of the mutual promises set forth below, the Company and Executive agree and covenant as follows: 1.Executive hereby re

August 22, 2019 EX-99.1

Westell Technologies Appoints Timothy Duitsman as President and CEO

EX-99.1 4 a190822exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Westell Technologies Appoints Timothy Duitsman as President and CEO AURORA, IL, August 22, 2019 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced that its Board of Directors has chosen Timothy Duitsman as the Company’s new President and CEO, effective Septem

August 12, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 8, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fil

August 9, 2019 10-Q

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019

10-Q 1 wstl-20190630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

August 9, 2019 EX-10.3

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Alfred S. John on April 18, 2019.

EX-10.3 4 wstl-ex103x2019x0630.htm EXHIBIT 10.3 Exhibit 10.3 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED TO ALFRED S. JOHN ON APRIL 18, 2019 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Alfred S. John (the “Participant”) this 18th day of April 2019 (the “Grant Date”) pursuant to the C

August 9, 2019 EX-10.1

Summary of Director Compensation.

EX-10.1 2 wstl-ex101x20190630.htm EXHIBIT 10.1 Exhibit 10.1 WESTELL TECHNOLOGIES, INC.SUMMARY OF DIRECTOR COMPENSATION The annual retainer for all non-employee directors is $27,000. Annual retainers for committee chairpersons are as follows: Chairman of the Board (if non-employee) -$20,000; Chair of the Audit Committee-$10,000; and Chair of the Compensation Committee-$10,000. Annual retainers for

August 9, 2019 EX-10.2

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Jessee Swartwood on April 1, 2019.

EX-10.2 3 wstl-ex102x20190630.htm EXHIBIT 10.2 Exhibit 10.2 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED ON APRIL 1, 2019 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Jessee Swartwood (the “Participant”) this 1st day of April 2019 (the “Grant Date”) pursuant to the Company’s 2015 Omnib

August 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a1q208kearningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdict

August 7, 2019 EX-99.1

Westell Reports Fiscal 2020 First Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2020 First Quarter Results AURORA, IL, August 7, 2019 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance infrastructure solutions, today announced results for its fiscal 2020 first quarter ended June 30, 2019 (1Q20). Management will host a conference call to discuss financial and business results tomorrow, Thursday,

July 26, 2019 DEFA14A

WSTL / Westell Technologies, Inc. DEFA14A - - DEFA14A

DEFA14A 1 a2019defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14

July 26, 2019 DEF 14A

Westell Technologies, Inc. 2019 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement for its 2019 Annual Meeting of Stockholders, filed on July 26, 2019).

DEF 14A 1 def14a2019proxy.htm DEF 14A 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 ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

June 19, 2019 EX-99.1

Timothy Duitsman joins Westell’s Board of Directors

Exhibit 99.1 NEWS RELEASE Timothy Duitsman joins Westell’s Board of Directors AURORA, Ill., June 19, 2019 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced today that Timothy Duitsman, Senior Vice President of Product Development at Klein Tools, has been appointed to Westell’s Board of Directors. Mr. Duitsman will serve

June 19, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 18, 2019 Westell Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation) (Commission

May 31, 2019 10-K

The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019

10-K 1 wstl-2019331x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2019 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commissio

May 31, 2019 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois

May 29, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 29, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

May 29, 2019 EX-99.1

Westell Reports Fiscal 2019 Fourth Quarter Results

EX-99.1 2 a4q19earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2019 Fourth Quarter Results AURORA, IL, May 29, 2019 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2019 fourth quarter ended March 31, 2019 (4Q19) and its fiscal year ended March 31, 2019 (FY1

May 24, 2019 SD

WSTL / Westell Technologies, Inc. SD - - SD

SD 1 cy2018formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 750 North Commons Drive Aurora, I

May 24, 2019 EX-1.01

Westell Technologies, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2018

Exhibit 1.01 CONFLICT MINERALS REPORT OF WESTELL TECHNOLOGIES, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2018 I. Introduction This is the Conflict Minerals1 Report of Westell Technologies, Inc. (“we,” “our,” “us,” or the “Company”) prepared for calendar year 2018 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in

March 8, 2019 S-8 POS

WSTL / Westell Technologies, Inc. S-8 POS

Registration No. 333-155211 As filed with the United States Securities and Exchange Commission on March 8, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-3154957 (State or other

February 14, 2019 SC 13G/A

WSTL / Westell Technologies, Inc. / Hoeft David Clinton - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Westell Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 957541204 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 8, 2019 10-Q

WSTL / Westell Technologies, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

February 6, 2019 EX-99.1

Westell Reports Fiscal 2019 Third Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2019 Third Quarter Results AURORA, IL, February 6, 2019 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced results for its fiscal 2019 third quarter ended December 31, 2018 (3Q19). Management will host a conference call to discuss 3Q19 results and plans for future growth to

February 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 6, 2019 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission F

November 2, 2018 10-Q

WSTL / Westell Technologies, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission F

October 31, 2018 EX-99.1

Westell Reports Fiscal 2019 Second Quarter Results

EX-99.1 2 a2q19earningsreleaseexhibit.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2019 Second Quarter Results AURORA, IL, October 31, 2018 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced results for its fiscal 2019 second quarter ended September 30, 2018 (2Q19). Management will host a conference c

September 12, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 a8k91118annualmeetingvotes.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 11, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other j

September 12, 2018 EX-99.1

Scott C. Chandler joins Westell’s Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE Scott C. Chandler joins Westell’s Board of Directors AURORA, Ill., September 12, 2018 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced today that Scott C. Chandler, President of Franklin Court Partners, Inc., was elected to Westell’s Board of Directors at the Company’s Annual Meeting o

August 3, 2018 10-Q

WSTL / Westell Technologies, Inc. 10-Q (Quarterly Report)

10-Q 1 wstl-20180630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

August 1, 2018 EX-99.1

Westell Reports Fiscal 2019 First Quarter Results and Charts a Course for Future Growth

EX-99.1 2 a1q19earningsreleaseexhibit.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2019 First Quarter Results and Charts a Course for Future Growth AURORA, IL, August 1, 2018 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced results for its fiscal 2019 first quarter ended June 30, 2018 (1Q19) and, un

August 1, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a1q198kearningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 30, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdicti

July 27, 2018 DEFA14A

WSTL / Westell Technologies, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

July 27, 2018 DEF 14A

WSTL / Westell Technologies, Inc. DEF 14A

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 ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

May 31, 2018 SD

WSTL / Westell Technologies, Inc. SD

SD 1 cy2017formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 750 North Commons Drive Aurora, I

May 31, 2018 EX-1.01

Westell Technologies, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2017

Exhibit 1.01 CONFLICT MINERALS REPORT OF WESTELL TECHNOLOGIES, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2017 I. Introduction This is the Conflict Minerals1 Report of Westell Technologies, Inc. (“we,” “our,” “us,” or the “Company”) prepared for calendar year 2017 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in

May 25, 2018 EX-10.6

Form of Restricted Stock Unit Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018).

EX-10.6 3 wstl-ex106rsujohn.htm EXHIBIT 10.6 Exhibit 10.6 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Alfred S. John (the “Participant”) this 21st day of May 2018 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The a

May 25, 2018 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2018 or ¨ Transition Report pursuant to Secti

10-K 1 wstl-2018331x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2018 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commissio

May 25, 2018 EX-10.5

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018).

EX-10.5 2 wstl-ex105psujohn.htm EXHIBIT 10.5 Exhibit 10.5 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED TO ALFRED S. JOHN ON MAY 21, 2018 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Alfred S. John (the “Participant”) this 21st day of May 2018 (the “Grant Date”) pursuant to the Company’

May 25, 2018 EX-21.1

Subsidiaries of the Registrant.

EX-21.1 5 wstl-ex2112018331.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois Noran Tel, Inc. Saskatchewan

May 25, 2018 EX-10.11

Form of Stock Option Award Agreement for award granted to Alfred S. John on May 21, 2018 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended March 31, 2018).

EX-10.11 4 wstl-ex1011optionjohn.htm EXHIBIT 10.11 Exhibit 10.11 WESTELL TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION THIS NON-QUALIFIED STOCK OPTION, dated as set forth in the attached Memorandum is granted by WESTELL TECHNOLOGIES, INC. (the "Company"), to the Employee as set forth in the attached Memorandum (the “Employee”) pursuant to the Company's 2015 Omnibus Incentive Compensation Plan (the

May 23, 2018 EX-99.1

Westell Reports Fiscal 2018 Year-End and Fourth Quarter Results

Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal 2018 Year-End and Fourth Quarter Results AURORA, IL, May 23, 2018 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced results for its fiscal 2018 fourth quarter ended March 31, 2018 (4Q18) and its fiscal year ended March 31, 2018 (FY18). Management will host a confere

May 23, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 23, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

May 9, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 6, 2018 WESTELL TECHNOLOGIES, INC.

May 9, 2018 EX-10.1

Offer Letter for Alfred S. John, date May 2, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 9, 2018)

Exhibit 10.1 May 2, 2018 Mr. Alfred S. John Dear Steve, On behalf of the Board of Directors, I am very pleased to offer you the position of President and Chief Executive Officer of Westell Technologies, Inc. (“Company”) and President and Chief Executive Officer of Westell, Inc. (“Operating Subsidiary”). Your position will primarily be located at the Company’s headquarters in Aurora, Illinois and w

May 9, 2018 EX-99.1

Alfred S. (Stephen) John to join Westell Technologies as President and CEO

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Alfred S. (Stephen) John to join Westell Technologies as President and CEO AURORA, IL, May 9, 2018 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced that its Board of Directors has chosen Alfred S. (Stephen) John as the Company’s new President and CEO, effective May

April 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 31, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fil

April 3, 2018 EX-10.1

Form of Restricted Stock Unit Award Agreement for award granted to Kirk R. Brannock on March 31, 2018 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 3, 2018).

Exhibit 10.1 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Kirk Brannock (the “Participant”) this 31st day of March 2018 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The applicable terms of the Plan are incorporated

February 13, 2018 EX-1

JOINT FILING AGREEMENT, dated as of the February 13, 2018, between Cove Street Capital LLC and Jeffrey Bronchick (collectively, the "Joint Filers").

Exhibit 1 JOINT FILING AGREEMENT, dated as of the February 13, 2018, between Cove Street Capital LLC and Jeffrey Bronchick (collectively, the "Joint Filers").

February 13, 2018 SC 13G/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Passive Investment

SC 13G/A 1 wstl13gdec2017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Westell Technologies, Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 957541204 (CUSIP Number) Merihan Tynan 2101 East El Segundo Boulevard. Suite 302 El Segundo, CA 90245 (Name, Address and Telephon

February 9, 2018 SC 13G/A

WSTL / Westell Technologies, Inc. / Hoeft David Clinton - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Westell Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 957541204 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 9, 2018 10-Q

WSTL / Westell Technologies, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

February 9, 2018 EX-10.3

Form of Restricted Stock Unit Award Agreement for award granted to Kirk R. Brannock on November 30, 2017.

Exhibit 10.3 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Kirk Brannock (the “Participant”) this 30th day of November 2017 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The applicable terms of the Plan are incorpora

February 9, 2018 EX-10.4

Severance agreement for Jesse Swartwood, dated February 7, 2018 (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed for the quarter ended on December 31, 2017).

Exhibit 10.4 Jesse Swartwood SEVERANCE AGREEMENT SEVERANCE AGREEMENT This Severance Agreement is entered into this 7th day of February, 2018, by and among Westell Technologies, Inc., a Delaware corporation and Westell, Inc., an Illinois corporation (collectively, "the Company") and Jesse Swartwood ("Executive"). RECITALS A. The Company desires to continue to retain Executive and recognizes the val

February 7, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 7, 2018 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Com

February 7, 2018 EX-99.1

Westell Delivers Continued Profitability and $1.8M of Cash for Fiscal 3Q18

Exhibit Exhibit 99.1 NEWS RELEASE Westell Delivers Continued Profitability and $1.8M of Cash for Fiscal 3Q18 AURORA, IL, February 7, 2018 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced results for its fiscal 2018 third quarter ended December 31, 2017 ( 3Q18 ). Management will host a conference call to discuss financi

December 18, 2017 SC 13G/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Passive Investment

SC 13G/A 1 wstl13gadec152017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Westell Technologies, Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 957541204 (CUSIP Number) Merihan Tynan 2101 E El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (424) 221-5897 (Name, Addre

November 27, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 20, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

November 27, 2017 EX-10.2

Offer Letter for Kirk R. Brannock, dated November 24, 2017 (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on November 27, 2017).

Exhibit Exhibit 10.2 November 24, 2017 Kirk R. Brannock 1642 Hamilton Drive Bloomfield MI 48302 Dear Kirk, On behalf of the Board of Directors, I am very pleased that you have accepted the position of Interim President and Chief Executive Officer of Westell Technologies, Inc. ("Company") and Interim President and Chief Executive Officer of Westell, Inc. ("Operating Subsidiary"). We agree that the

November 27, 2017 EX-99.1

Westell Announces Leadership Change

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Westell Announces Leadership Change AURORA, IL, November 27, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced today that, effective November 30, 2017, Kirk R. Brannock, Chairman of the Board of Directors, has been appointed interim President and CEO, replacing Matthew B.

November 27, 2017 EX-10.1

Resignation Letter of Matthew B. Brady, dated November 20, 2017 (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 27, 2017).

Exhibit Exhibit 10.1 Matthew B. Brady 1240 Camelot Lane Lemont, IL 60439 November 20, 2017 Kirk Brannock Chairman of the Board, Westell Dear Kirk: It is with regret that I tender my resignation from the Westell. My last day of employment with Westell will be December 1, 2017. I am grateful for having had the opportunity to run Westell over the past several months and I offer my best wishes for its

November 2, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 1, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Com

November 1, 2017 EX-99.1

Westell Delivers Profitability and Revenue Growth for Fiscal 2Q18 Sequential revenue growth and strong gross margin drive positive operating profit and net income

Exhibit Exhibit 99.1 NEWS RELEASE Westell Delivers Profitability and Revenue Growth for Fiscal 2Q18 Sequential revenue growth and strong gross margin drive positive operating profit and net income AURORA, IL, November 1, 2017 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced results for its fiscal 2018 second quarter en

September 15, 2017 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 12, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

September 15, 2017 EX-99.1

Westell Names Kirk R. Brannock Chairman of the Board

EX-99.1 3 a8k91217exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Westell Names Kirk R. Brannock Chairman of the Board AURORA, Ill., September 15, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced today that its Board of Directors appointed Kirk R. Brannock to serve as Chairman of the Board. He repla

September 15, 2017 EX-10.1

Summary of Director Compensation (incorporated herein by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K filed on September 15, 2017).

Exhibit Exhibit 10.1 WESTELL TECHNOLOGIES, INC.SUMMARY OF DIRECTOR COMPENSATION The annual retainer for all non-employee directors is $36,000. Annual retainers for committee chairpersons are as follows: Chairman of the Board (if non-employee) -$20,000; Chair of the Audit Committee-$10,000; and Chair of the Compensation Committee-$10,000. Annual retainers for the members of committees are as follow

September 13, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Weste

August 29, 2017 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Westell Technologies Inc (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541204 (CUSIP Number) Merihan Tynan, Cove Street Capital LLC, 2101 East El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Na

August 29, 2017 EX-99

Cove Street Capital, LLC Urges Fellow Shareholders to Vote for Stockholder Proposal Regarding Equal Share Votes.

Cove Street Capital, LLC Urges Fellow Shareholders to Vote for Stockholder Proposal Regarding Equal Share Votes.

August 25, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 23, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Comm

August 22, 2017 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Westell Technologies Inc (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541204 (CUSIP Number) Merihan Tynan, Cove Street Capital LLC, 2101 East El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name, Address a

August 11, 2017 EX-10.4

Form of Performance-Based Restricted Stock Unit Award Agreement for award granted to Matthew B. Brady on July 17, 2017 (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2017).

Exhibit 10.4 WESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED TO MATTHEW B. BRADY ON JULY 17, 2017 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Matthew B. Brady (the “Participant”) this 17th day of July 2017 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation P

August 11, 2017 EX-10.5

Form of Non-Qualified Stock Option Award Agreement for award granted to Matthew B. Brady on July 17, 2017 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2017).

EX-10.5 4 wstl-ex105x20170630.htm EXHIBIT 10.5 Exhibit 10.5 WESTELL TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION THIS NON-QUALIFIED STOCK OPTION, dated as set forth in the attached Memorandum is granted by WESTELL TECHNOLOGIES, INC. (the "Company"), to the Employee as set forth in the attached Memorandum (the “Employee”) pursuant to the Company's 2015 Omnibus Incentive Compensation Plan (the "Pla

August 11, 2017 EX-10.6

Form of Restricted Stock Award Agreement for award granted to Kirk R. Brannock on July 7, 2017 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).

EX-10.6 5 wstl-ex106x20170630.htm EXHIBIT 10.6 Exhibit 10.6 WESTELL TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEEMENT (“Award”) is entered into and granted this 7th day of July, 2017 (the "Grant Date") by Westell Technologies, Inc., a Delaware corporation (the “Company”) to Kirk R. Brannock ("Mr. Brannock", "you", or the “Participant”) pursuant to the Compa

August 11, 2017 EX-10.3

Form of Restricted Stock Unit Award Agreement for award granted to Matthew B. Brady on July 17, 2017 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).

EX-10.3 2 wstl-ex103x20170630.htm EXHIBIT 10.3 Exhibit 10.3 WESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Matthew B. Brady (the “Participant”) this 17th day of July 2017 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”).

August 11, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017

10-Q 1 wstl-20170630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

August 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commi

August 9, 2017 EX-99.1

Westell Reports Fiscal First Quarter 2018 Revenue o f $16.6M Sequential revenue growth of 8% and positive operating cash flow of $2.4M

Exhibit Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal First Quarter 2018 Revenue o f $16.6M Sequential revenue growth of 8% and positive operating cash flow of $2.4M AURORA, IL, August 9, 2017 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced results for its fiscal 2018 first quarter ended June 30, 2017 ( 1Q18 ). Man

July 31, 2017 DEFA14A

Westell Technologies DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

July 31, 2017 DEF 14A

Westell Technologies DEF 14A

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 ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

July 25, 2017 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

Proof - d1320170721wstl.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Westell Technologies Inc (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541204 (CUSIP Number) Merihan Tynan, Cove Street Capital LLC, 2101 East El Segundo Boulevard, Suite 302 El Segund

July 18, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Westell Tec

July 10, 2017 EX-10.2

Letter Regarding Employment Agreement Matters to Thomas P. Minichiello, dated July 5, 2017 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 10, 2017).

Exhibit 10.2 July 5, 2017 VIA HAND DELIVERY Thomas P. Minichiello 1416 Kallien Avenue Naperville, IL 60540 Re: Employment Agreement Matters Dear Tom: As you know, over the past year Westell Technologies, Inc. (?Westell?) has changed its practice regarding the employment of executives pursuant to employment agreements. In particular, Westell is no longer providing such agreements, but instead is se

July 10, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 4, 2017 WESTELL TECHNOLOGIES, INC.

July 10, 2017 EX-10.1

Offer Letter for Matthew B. Brady, dated July 4, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 10, 2017).

EX-10.1 2 exhibit101brady.htm EXHIBIT 10.1 Exhibit 10.1 July 4, 2017 Mr. Matthew B. Brady 1240 Camelot Lane Lemont, IL 60439 Dear Matt, On behalf of the Board of Directors, I am very pleased to offer you the position of President and Chief Executive Officer of Westell Technologies, Inc. (“Company”) and President and Chief Executive Officer of Westell, Inc. (“Operating Subsidiary”). Your position w

July 10, 2017 EX-99.1

Matthew B. Brady Joins Westell Technologies as President and CEO

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Matthew B. Brady Joins Westell Technologies as President and CEO AURORA, IL, July 10, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced that its Board of Directors has unanimously chosen Matthew B. Brady as the Company?s new President and CEO, effective July 17, 2017

June 8, 2017 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Westell Technologies Inc (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541105 (CUSIP Number) Daniele Beasley Cove Street Capital LLC 2101 East El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name, Address a

May 31, 2017 EX-99.1

Westell Stockholders Approve Reverse Stock Split

Exhibit Exhibit 99.1 NEWS RELEASE Westell Stockholders Approve Reverse Stock Split AURORA, IL, May 31, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced that at a special meeting held on May 30, 2017 , stockholders voted to approve a proposal authorizing the Board of Directors of the Company to effect a reverse sto

May 31, 2017 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 30, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 31, 2017).

Exhibit Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WESTELL TECHNOLOGIES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: Article FIFTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby a

May 31, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 30, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

May 30, 2017 SD

Westell Technologies SD

SD 1 cy2016formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 750 North Commons Drive Aurora, IL 60504 (Address

May 30, 2017 EX-1.01

CONFLICT MINERALS REPORT OF Westell Technologies, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2016

Exhibit Exhibit 1.01 CONFLICT MINERALS REPORT OF Westell Technologies, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2016 I. Introduction This is the Conflict Minerals 1 Report (the "Report") of Westell Technologies Inc. (?we,? ?our,? ?us,? or the ?Company?) prepared for calendar year 2016 (the "Reporting Period") in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exc

May 26, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2017 or ¨ Transition Report pursuant to Secti

10-K 1 wstl-2017331x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2017 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commissio

May 26, 2017 EX-10.16

WESTELL TECHNOLOGIES, INC.SUMMARY OF DIRECTOR COMPENSATION

EX-10.16 2 wstl-ex1016directorcompens.htm EXHIBIT 10.16 Exhibit 10.16 WESTELL TECHNOLOGIES, INC.SUMMARY OF DIRECTOR COMPENSATION The annual retainer for all non-employee directors is $36,000. Annual retainers for committee chairpersons are as follows: Chairman of the Board (if non-employee) -$20,000; Chair of the Audit Committee-$10,000; and Chair of the Compensation Committee-$10,000. Annual reta

May 26, 2017 EX-21.1

SUBSIDIARIES OF REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois Noran Tel, Inc. Saskatchewan

May 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 24, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

May 24, 2017 EX-99.1

Westell Reports Fiscal Fourth Quarter 2017 Revenue of $15.4 Million Sequential revenue growth and gross margin increase drives EPS improvement

Exhibit Exhibit 99.1 NEWS RELEASE Westell Reports Fiscal Fourth Quarter 2017 Revenue of $15.4 Million Sequential revenue growth and gross margin increase drives EPS improvement AURORA, IL, May 24, 2017 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced results for its fiscal 2017 fourth quarter ended March 31, 2017 ( 4Q1

May 17, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 17, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commiss

May 17, 2017 EX-99.1

Westell Announces Authorization of a New $2 Million Stock Repurchase Program

Exhibit Exhibit 99.1 NEWS RELEASE Westell Announces Authorization of a New $2 Million Stock Repurchase Program AURORA, IL, May 17, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced that its Board of Directors has authorized a new stock repurchase program of up to $2 million of its Class A common stock. ?Westell?s s

April 7, 2017 DEFA14A

Westell Technologies DEFA14A

DEFA14A 1 defa14aspecialmeeting2017.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitt

April 7, 2017 DEF 14A

Westell Technologies DEF 14A

Document 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 ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

April 3, 2017 8-K

Westell Technologies 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 3, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commis

April 3, 2017 EX-99.1

Westell Negotiates New Lease at its Aurora Headquarters Facility Company Expects Annual $2.0 Million Reduction in Cash Outlays

EX-99.1 2 exh991leasenewsrelease.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Westell Negotiates New Lease at its Aurora Headquarters Facility Company Expects Annual $2.0 Million Reduction in Cash Outlays AURORA, Ill., April 3, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced today that it expects to save approximat

March 16, 2017 PRE 14A

Westell Technologies PRE 14A

PRE 14A 1 pre14a.htm PRE 14A 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 ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted

March 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8kwood.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 6, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorpora

March 8, 2017 EX-99.1

Cary B. Wood joins Westell’s Board of Directors

EX-99.1 2 exh991wood.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Cary B. Wood joins Westell’s Board of Directors AURORA, Ill., March 8, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced today that Cary B. Wood, former President and Chief Executive Officer of Sparton Corporation, has been appointed to Westell’s Board

March 8, 2017 CORRESP

Westell Technologies ESP

Document BY EDGAR March 8, 2017 Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 RE: Westell Technologies, Inc.

March 8, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello,

POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Westell Technologies, Inc.

February 28, 2017 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Westell Technologies Inc (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541105 (CUSIP Number) Daniele Beasley Cove Street Capital LLC 2101 E. El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name

February 10, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

February 10, 2017 SC 13G/A

WSTL / Westell Technologies, Inc. / Hoeft David Clinton - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Westell Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 957541105 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a3q178kearningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 8, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdi

February 8, 2017 EX-99.1

Westell Delivers $2.9 Million Positive Cash Flow for Fiscal 3Q17 Accelerated expense structure reset and gross margin above 40% drives sequential EPS improvement of 69%

Exhibit Exhibit 99.1 NEWS RELEASE Westell Delivers $2.9 Million Positive Cash Flow for Fiscal 3Q17 Accelerated expense structure reset and gross margin above 40% drives sequential EPS improvement of 69% AURORA, IL, February 8, 2017 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced results for its fiscal 2017 third

January 30, 2017 EX-99.1

Mark A. Zorko joins Westell’s Board of Directors as Audit Committee Chair

Exhibit Exhibit 99.1 NEWS RELEASE Mark A. Zorko joins Westell?s Board of Directors as Audit Committee Chair AURORA, Ill., January 30, 2017 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, announced today that Mark A. Zorko, a principal with executive management and business support services firm Brentwood Advisory, LLC , has bee

January 30, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8kjan2017boardmembers.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 30, 2017 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdi

January 30, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Tom Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Westell Tec

January 9, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Weste

January 9, 2017 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Weste

January 3, 2017 EX-99.1

Westell Announces Listing Transfer to NASDAQ Capital Market Company Granted 180-Day Grace Period to Regain NASDAQ Compliance

EX-99.1 2 exhibit991capitalmarket.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Westell Announces Listing Transfer to NASDAQ Capital Market Company Granted 180-Day Grace Period to Regain NASDAQ Compliance AURORA, IL, January 3, 2017 – Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced that it received approval from the

January 3, 2017 8-K

Westell Technologies 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 28, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Co

November 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016

10-Q 1 wstl-20160930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

November 4, 2016 EX-10.4

Form of Restricted Stock Unit Award Agreement for award granted to the leadership team on November 1, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2016).

EX-10.4 3 exhibit104.htm EXHIBIT 10.4 Exhibit 10.4 WESTELL TECHNOLOGIES, INC. LEADERSHIP TEAM FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to (the “Participant”) this first day of November 2016 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The a

November 4, 2016 EX-10.3

Form of Restricted Stock Unit Award Agreement for award granted to Kirk R. Brannock on October 17, 2016 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

EX-10.3 2 wstl-ex103.htm EXHIBIT 10.3 Exhibit 10.3 WESTELL TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Kirk R. Brannock (the “Participant”) this 17th day of October 2016 (the “Grant Date”) pursuant to the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”). The applicable

November 2, 2016 8-K

Westell Technologies 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Com

November 2, 2016 EX-99.1

Westell Technologies Reports Fiscal Second Quarter 2017 Sequential Revenue Increase of 20% to $17.8M Expense reductions take effect, resulting in sequential EPS improvement of 31%

Exhibit Exhibit 99.1 NEWS RELEASE Westell Technologies Reports Fiscal Second Quarter 2017 Sequential Revenue Increase of 20% to $17.8M Expense reductions take effect, resulting in sequential EPS improvement of 31% AURORA, IL, November 2, 2016 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced results for its fiscal

October 19, 2016 EX-24

Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello,

rrd242815274054.html POWER OF ATTORNEY For Section 16 Reporting Obligations Know all by these present, that the undersigned hereby constitutes and appoints each of Thomas P. Minichiello, Anthony DeSilva, and Jeniffer Jaynes as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Weste

September 28, 2016 EX-10.2

750 NORTH COMMONS DRIVE ■ AURORA, IL 60504 (630) 898-2500 or (800) 323-6883 WESTELL TECHNOLOGIES CUSTOMER SUPPORT: (800) 377-8766

Exhibit Exhibit 10.2 September 26, 2016 VIA HAND DELIVERY Mr. J. Thomas Gruenwald Westell Technologies, Inc. 750 N. Commons Drive Aurora, IL 60504 Re: Notice of Termination Dear Mr. Gruenwald: This letter is to notify you that your employment as President and Chief Executive Officer of Westell Technologies, Inc. (?Company?) and as President and Chief Executive Officer of Westell, Inc. (?Operating

September 28, 2016 EX-10.1

Offer Letter for Kirk R. Brannock, dated September 26, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2016).

Exhibit Exhibit 10.1 September 26, 2016 Kirk R. Brannock 1642 Hamilton Dr Bloomfield, MI 48302-0220 Dear Kirk, On behalf of the Board of Directors, I am very pleased to offer you the position of Interim President and Chief Executive Officer of Westell Technologies, Inc. ("Company") and Interim President and Chief Executive Officer of Westell, Inc. ("Operating Subsidiary"). Your position will prima

September 28, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8k092616.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 25, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of in

September 28, 2016 EX-99.1

WESTELL TECHNOLOGIES ANNOUNCES LEADERSHIP AND BOARD TRANSITION Kirk R. Brannock appointed Interim Chief Executive Officer; Dennis O. Harris named Interim Chairman of the Board

EX-99.1 4 exhibit991092716.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WESTELL TECHNOLOGIES ANNOUNCES LEADERSHIP AND BOARD TRANSITION Kirk R. Brannock appointed Interim Chief Executive Officer; Dennis O. Harris named Interim Chairman of the Board AURORA, Ill., September 27, 2016 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solu

September 22, 2016 EX-99

Cove Street Capital, LLC and Other Shareholders Resoundingly Rebuke Westell Technologies, Inc. Board of Directors and Strategic Direction

Cove Street Capital, LLC and Other Shareholders Resoundingly Rebuke Westell Technologies, Inc.

September 22, 2016 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Westell Technologies Inc. (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541105 (CUSIP Number) Daniele Beasley Cove Street Capital LLC 2101 E. El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Nam

September 16, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 13, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission

September 16, 2016 EX-99.1

750 NORTH COMMONS DRIVE ■ AURORA, IL 60504 (630) 898-2500 or (800) 323-6883 WESTELL TECHNOLOGIES CUSTOMER SUPPORT: (800) 377-8766

EX-99.1 2 exhibit991item701september.htm EXHIBIT 99.1 Exhibit 99.1 September 16, 2016 Mr. Jeffrey Bronchick, CFA Cove Street Capital 2101 E. El Segundo Blvd., Suite 302 El Segundo, CA 90245 Dear Jeff: With respect to the matters raised in your letter of August 11, 2016, Westell’s Board, with the assistance of Alvarez & Marsal, a global consulting firm with expertise in business performance improve

September 2, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

September 1, 2016 DEFA14A

Westell Technologies DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

August 23, 2016 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC Activist Investment

Submission Proof - Daniele Beasley UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 23, 2016 EX-99

Cove Street Capital, LLC Announces Plan to Vote Against the Board of Directors of Westell Technologies, Inc After Repeated Rejection of Request for Discourse

Cove Street Capital, LLC Announces Plan to Vote Against the Board of Directors of Westell Technologies, Inc After Repeated Rejection of Request for Discourse EL SEGUNDO, CA, August 23, 2016 — As a follow up to an August 10, 13D filing with the SEC, and a letter to the Board of Directors of Westell Technologies, Inc (Nasdaq: WSTL) (“Westell” or the “Company”), Cove Street Capital, LLC (“Cove Street”) announces their intention to vote against the Board of Directors of Westell.

August 23, 2016 EX-99

Cove Street Capital, LLC Announces Plan to Vote Against the Board of Directors of Westell Technologies, Inc After Repeated Rejection of Request for Discourse

Cove Street Capital, LLC Announces Plan to Vote Against the Board of Directors of Westell Technologies, Inc After Repeated Rejection of Request for Discourse EL SEGUNDO, CA, August 23, 2016 — As a follow up to an August 10, 13D filing with the SEC, and a letter to the Board of Directors of Westell Technologies, Inc (Nasdaq: WSTL) (“Westell” or the “Company”), Cove Street Capital, LLC (“Cove Street”) announces their intention to vote against the Board of Directors of Westell.

August 16, 2016 EX-99.1

750 NORTH COMMONS DRIVE ■ AURORA, IL 60504 (630) 898-2500 or (800) 323-6883 WESTELL TECHNOLOGIES CUSTOMER SUPPORT: (800) 377-8766

Exhibit Exhibit 99.1 August 16, 2016 Mr. Jeffrey Bronchick, CFA Cove Street Capital 2101 E. El Segundo Blvd., Suite 302 El Segundo, CA 90245 Dear Jeff: We appreciate Cove Street Capital?s long-term investment in Westell Technologies and have shared your August 11, 2016 letter with the Company?s Board of Directors. We value shareholders? perspectives and look forward, as we always have, to continui

August 16, 2016 EX-99.1

750 NORTH COMMONS DRIVE ■ AURORA, IL 60504 (630) 898-2500 or (800) 323-6883 WESTELL TECHNOLOGIES CUSTOMER SUPPORT: (800) 377-8766

Exhibit Exhibit 99.1 August 16, 2016 Mr. Jeffrey Bronchick, CFA Cove Street Capital 2101 E. El Segundo Blvd., Suite 302 El Segundo, CA 90245 Dear Jeff: We appreciate Cove Street Capital?s long-term investment in Westell Technologies and have shared your August 11, 2016 letter with the Company?s Board of Directors. We value shareholders? perspectives and look forward, as we always have, to continui

August 16, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

August 16, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission Fi

August 12, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-2

August 11, 2016 EX-1

August 11, 2016

August 11, 2016 Westell Technologies, Inc 750 North Common Drive Aurora, Illinois 60504 To the Shareholders and Board of Directors of Westell: Cove Street Capital, LLC is a Los Angeles based investment management firm with $1.

August 11, 2016 SC 13D/A

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Westell Technologies Inc. (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541105 (CUSIP Number) Daniele Beasley Cove Street Capital LLC 2101 E. El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name, Address an

August 10, 2016 EX-99.1

Westell Technologies Reports Fiscal First Quarter 2017 Revenue of $14.8M Sequential revenue growth of 5% for the IBW segment

Exhibit Exhibit 99.1 NEWS RELEASE Westell Technologies Reports Fiscal First Quarter 2017 Revenue of $14.8M Sequential revenue growth of 5% for the IBW segment AURORA, IL, August 10, 2016 ? Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance wireless infrastructure solutions, today announced results for its fiscal 2017 first quarter ended June 30, 2016 (1Q17). Manageme

August 10, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a1q178kearningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdic

August 2, 2016 DEFA14A

Westell Technologies DEFA14A

DEFA14A 1 a2016defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14

August 2, 2016 DEF 14A

Westell Technologies DEF 14A

Document 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 ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

August 1, 2016 SC 13D

WSTL / Westell Technologies, Inc. / Cove Street Capital, LLC - 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Westell Technologies Inc. (Name of Issuer) Common Stock Class A, $.01 par value (Title of Class of Securities) 957541105 (CUSIP Number) Daniele Beasley Cove Street Capital LLC 2101 E. El Segundo Boulevard, Suite 302 El Segundo, CA 90245 (Name

July 29, 2016 EX-31.1(A)

CERTIFICATION

Exhibit Exhibit 31.1(a) CERTIFICATION I, J. Thomas Gruenwald, certify that: 1. I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended March 31, 2016 of Westell Technologies, Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

July 29, 2016 EX-31.2(A)

CERTIFICATION

Exhibit Exhibit 31.2(a) CERTIFICATION I, Thomas P. Minichiello, certify that: 1. I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended March 31, 2016 of Westell Technologies, Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad

July 29, 2016 10-K/A

Westell Technologies 10-K/A (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2016 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 0-27266 W

July 27, 2016 EX-99.1

Westell Technologies Announces Plans to Reduce Annual Expenses by $11.0M; Estimates Preliminary First Quarter Revenue of $14.8M

Exhibit Exhibit 99.1 NEWS RELEASE Westell Technologies Announces Plans to Reduce Annual Expenses by $ 11.0 M; Estimates Preliminary First Quarter Revenue of $ 14.8 M AURORA, IL, July 27, 2016 - Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of in-building wireless, intelligent site management, cell site optimization, and outside plant solutions, today announced a comprehensive expen

July 27, 2016 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 26, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commis

July 8, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 1, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

June 16, 2016 EX-16.1

June 16, 2016

Exhibit Exhibit 16.1 June 16, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated June 16, 2016 , of Westell Technologies, Inc. and are in agreement with the statements contained in the first sentence of the first paragraph, as well as the second and third paragraph on page two therein. We have no basis to a

June 16, 2016 8-K

Westell Technologies 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 16, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commis

June 3, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 1, 2016 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 0-27266 36-3154957 (State of other jurisdiction of incorporation) (Commission File

May 25, 2016 EX-1.01

CONFLICT MINERALS REPORT OF Westell Technologies, Inc. IN ACCORDANCE WITH RULE 13p-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2015

EX-1.01 2 exhibit101cy2015conflictmi.htm EXHIBIT 1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF Westell Technologies, Inc. IN ACCORDANCE WITH RULE 13p-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2015 I. Introduction This is the Conflict Minerals1 Report of Westell Technologies, Inc. (“we,” “our,” “us,” “Westell,” or the “Company”) prepared for

May 25, 2016 SD

Westell Technologies SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 750 North Common Drive Aurora, IL 60504 (Address of principal executive of

May 24, 2016 EX-10.16

WESTELL TECHNOLOGIES, INC. SUMMARY OF DIRECTOR COMPENSATION

Exhibit 10.16 WESTELL TECHNOLOGIES, INC. SUMMARY OF DIRECTOR COMPENSATION The annual retainer for all non-employee directors is $40,000. Annual retainers for committee chairpersons are as follows: Chairman of the Board (if non-employee) -$20,000; Chair of the Audit Committee-$10,000; and Chair of the Compensation Committee-$10,000. Annual retainers for the members of committees are as follows: Mem

May 24, 2016 EX-21.1

SUBSIDIARIES OF REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Jurisdiction of Incorporation Westell, Inc. Illinois Noran Tel, Inc. Saskatchewan

May 24, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2016 or ¨ Transition Report pursuant to Secti

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2016 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 0-27266 WESTELL TE

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