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, 2013
 
TELULAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
0-23212
36-3885440
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(I.R.S. Employer Identification
Number)
     
 
311 South Wacker Drive, Suite 4300, Chicago, Illinois
60606-6622
(Address of Principal Executive Offices) (Zip Code)
 
 
(312) 379-8397
(Registrant's Telephone Number, Including Area Code)
____________________
 
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:
 
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

 
 
Item 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Telular Corporation (the “Company”) on February 5, 2013, the stockholders of the company approved the Fourth Amended and Restated 2008 Employee Stock Incentive Plan (the “Employee Plan”) to increase the total number of shares of the Company's common stock reserved for issuance under the Employee Plan by 600,000 to 2,475,000 shares of common stock.
 
At the Annual Meeting, the stockholders of the Company approved the Company's Fifth Amended and Restated Non-Employee Director Stock Incentive Plan (the “Non-Employee Director Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the Non-Employee Director Plan by 50,000 to 695,000 shares of common stock.
 
The foregoing description of the Employee Plan and the Non-Employee Director Plan are qualified in their entirety by reference to the Employee Plan and the Non-Employee Director Plan, which are filed as Annex A and Annex B, respectively, to the Company’s Definitive Proxy Statement filed with the SEC on December 19, 2012 and are hereby incorporated by reference.
 
Item 5.07.             Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting on February 5, 2013.  The total number of voting shares was 17,164,200, of which 15,227,214 votes were cast and are summarized in the table below:
 
 
 

 
 
Proposal 1:
Election of Directors
           
Broker
 
 
Name
   
For
 
Withheld
 
Non-Votes
 
                   
 
Lawrence S. Barker
   
 9,448,755
 
        104,492
 
  5,673,967
 
 
Joseph A. Beatty
   
 9,445,115
 
        108,132
 
  5,673,967
 
 
Betsy J. Bernard
   
 9,307,848
 
        245,399
 
  5,673,967
 
 
Brian J. Clucas
   
 9,446,158
 
        107,088
 
  5,673,967
 
 
John W. Handy
   
 9,356,041
 
        197,206
 
  5,673,967
 
 
Jeffrey Jacobowitz
   
 9,445,448
 
        107,799
 
  5,673,967
 
 
M. Brian McCarthy
   
 9,356,066
 
        197,181
 
  5,673,967
 
                   
               
Broker
 
   
For
 
Against
 
Abstentions
 
Non-Votes
 
Proposal 2:
To approve the Fourth Amended and Restated 2008 Employee Stock Incentive Plan and to increase the number of shares of common stock reserved for issuance under the plan by 600,000.
  7,884,740
 
 1,368,856
 
        299,651
 
  5,673,967
 
                   
Proposal 3:
To approve the Fifth Amended and Restated Non-Employee Director Stock Incentive Plan and to increase the number of shares of common stock reserved for issuance under the plan by 50,000.
  7,839,538
 
 1,412,148
 
        301,561
 
  5,673,967
 
                   
Proposal 4:
Advisory vote for the approval of compensation for the named executive officers of the Company.
  8,978,380
 
    192,970
 
        381,897
 
  5,673,967
 
                   
Proposal 5:
To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2013.
14,856,573
 
      60,668
 
        309,973
     
 
Item 9.01.             Exhibits and Financial Statements.
 
Exhibit No.           Description
 
10.1
Fifth Amended and Restated Non-Employee Director Stock Incentive Plan (previously filed as Annex B to the Company’s Definitive Proxy Statement filed with the SEC on December 19, 2012 (File No. 000-23212))
 
10.2
Fourth Amended and Restated 2008 Employee Stock Incentive Plan (previously filed as Annex B to the Company’s Definitive Proxy Statement filed with the SEC on December 19, 2012 (File No. 000-23212))
 
 
 

 
 
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.
 
 
  TELULAR CORPORATION  
       
Date: February 8, 2013
By:
/s/ Robert Deering  
   
Robert Deering
Chief Accounting Officer