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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
June
11, 2009
Date of
report (Date of earliest event reported)
Wireless
Ronin Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
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1-33169
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41-1967918
|
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
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5929
Baker Road, Suite 475
Minnetonka,
Minnesota 55345
(Address
of principal executive offices, including zip code)
(952)
564-3500
(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 (see General Instruction A.2):
[ ]
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))
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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(e) On
June 11, 2009, our shareholders approved an amendment to our Amended and
Restated 2006 Equity Incentive Plan to increase the total number of shares for
which awards may be granted from 1,750,000 to 2,125,000 and to increase the
maximum number of shares for which awards may be granted to any individual
participant in any calendar year from 300,000 to 500,000. The terms
and conditions of such plan are set forth under the caption "Proposal No. 2
Amendment to Amended and Restated 2006 Equity Incentive Plan" in our Definitive
Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission
on April 29, 2009. Such description, which is qualified in its
entirety by reference to the Amended and Restated 2006 Equity Incentive Plan at
Exhibit 10.1 to this report, is incorporated by reference in response to this
Item 5.02.
.
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.
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Date: June
12, 2009
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Wireless
Ronin Technologies, Inc.
By: /s/ Darin P.
McAreavey
Darin
P. McAreavey
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
Number Description
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10
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Amended
and Restated 2006 Equity Incentive Plan (incorporated by reference to our
Definitive Schedule 14A (Proxy Statement), filed on April 29, 2009 (File
No. 001-33169).
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