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 9, 2017
RELM Wireless Corporation
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-32644
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59-3486297
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(321) 984-1414
N/A
______________________________________________
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:
[ ] 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))
On
January 9, 2017, Donald F.U. Goebert, a member of the Board of
Directors (the “Board”) of RELM Wireless Corporation
(the “Company”), tendered a letter of resignation from
the Board, effective immediately, which was accepted by the Board.
There was no disagreement between Mr. Goebert and the Company on
any matter relating to the Company’s operations, policies or
practices.
On the
same day, the Board appointed General E. Gray Payne, age 69, to the
Board, effective immediately, to fill the vacancy created by Mr.
Goebert’s resignation. The Board has determined that General
Payne qualifies as an independent director of the Company. General
Payne has been appointed to the audit committee of the
Board.
General
Payne, age 69, has served as Senior Vice President of The Columbia
Group (“TCG”), where he has been responsible for
managing the Marine Corps Programs Division (since September 2010)
and the Navy Programs Division (since October 2013), with combined
revenue of approximately $29 million. TCG is a federal
consulting firm working with the Department of Defense, Department
of Homeland Security, NOAA and private clients. TCG consults
in the areas of logistics, acquisitions, program management,
information technology, training, marine architecture and
engineering, and command and control systems. Since December
2011, General Payne has also provided consulting services to and
served on the Advisory Council of Marstel-Day, LLC, located in
Fredericksburg, Virginia, which consults in the areas of
conservation, environmental compliance, and encroachment.
Prior to September 2010, General Payne was on active duty with the
Marine Corps for 10 years, retiring as a Major General. Prior
to March 2001, he worked with a number of companies in various
capacities, including as a management consultant, Chief Financial
Officer, Chief Operating Officer, and Chief Executive
Officer. General Payne currently serves on two non-profit
boards: The Marine Corps Association (since 2004) and the Marine
Corps Association Foundation (since 2010). He brings extensive
strategic, operational and leadership experience to the
Board.
There
is no agreement or understanding between General Payne and any
other person pursuant to which he was elected to the Board. General
Payne is not a party to any transaction, or series of transactions,
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
General
Payne will participate in the standard non-employee director
compensation arrangements, which are currently as described in the
Company’s proxy statement for its 2016 Annual Meeting of
Shareholders, including to the extent applicable: (a) an annual
retainer of $8,000; (b) $1,000 for each Board meeting attended in
person; (c) $500 for each Board meeting attended by telephone; (d)
$250 for attendance of each committee meeting, which is held in
conjunction with a Board meeting; (e) $500 for attendance of each
committee meeting, which is not held in conjunction with a Board
meeting; (f) an annual committee chair retainer of $1,000; and (g)
an annual stock option grant to purchase 5,000 shares of the
Company’s common stock. General Payne has also received an
initial stock option grant to purchase 5,000 shares of the
Company’s common stock upon his appointment to the board. All
non-employee directors are entitled to reimbursement of reasonable
expenses incurred by them in connection with their attendance of
meetings of the Board or any committee of the Board on which they
serve or otherwise in furtherance of our business.
SIGNATURE
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.
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RELM
WIRELESS CORPORATION
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Date: January 10,
2017
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By:
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/s/
William
P. Kelly
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William P.
Kelly
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Chief Financial
Officer
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