UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 15, 2011
Wireless Ronin Technologies,
Inc.
(Exact name of registrant as
specified in its charter)
| Minnesota | 1-33169 | 41-1967918 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5929 Baker Road, Suite
475 Minnetonka, Minnesota |
55345 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 564-3500
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) As previously disclosed in our Form 8-K dated August 15, 2011, our Board of Directors, upon the recommendation of our Corporate Governance and Nominating Committee, elected Kent O. Lillemoe and Howard P. Liszt as directors. Messrs. Lillemoe and Liszt were not appointed to any Committees of the Board at that time. On September 9, 2011, our Board reconstituted its Committees as follows: (1) Gregory T. Barnum (Chair), Kent O. Lillemoe and Howard P. Liszt will serve as members of the Audit Committee, (2) Stephen F. Birke (Chair), Howard P. Liszt and Ozarslan A. Tangun will serve as members of the Compensation Committee, (3) Kent O. Lillemoe (Chair), Stephen F. Birke and Ozarslan A. Tangun will serve as members of the Corporate Governance and Nominating Committee, and (4) Scott W. Koller (Chair), Gregory T. Barnum, Stephen F. Birke and Michael C. Howe will serve as members of the Executive Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 12, 2011
Wireless Ronin Technologies, Inc.
By /s/ Scott N.
Ross
Scott N. Ross
Senior Vice President, General Counsel and Secretary