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 24, 2015

RELM Wireless Corporation

(Exact Name of Registrant Specified in Charter)

Nevada

(State or other jurisdiction of incorporation)

001-32644 (Commission File Number) 59-34862971 (I.R.S. Employer Identification No.)

7100 Technology Drive, West Melbourne, FL (Address of principal executive offices)	32904 (Zip Code)
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:

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.

(b)           Resignation of George N. Benjamin, III

On February 24, 2015 Mr. George N. Benjamin, III notified the board of directors (the “Board”) of RELM Wireless Corporation (the “Company”) of his decision to resign from the Board, effective immediately. Mr. Benjamin had been a director since 1996, and was chairman of the Board from May 2003 until September 2014. Mr. Benjamin did not resign as a result of any disagreement with the Company on any matter. In connection with his resignation, the Board took action to cause the stock options granted to Mr. Benjamin on May 21, 2014, which were scheduled to vest on April 20, 2015, to vest and immediately become exercisable.

A copy of the press release announcing Mr. Benjamin’s resignation is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

(e)           Executive Incentive Bonus Plan

On February 24, 2015, the Compensation Committee (the “Compensation Committee”) of the Board adopted an executive incentive bonus plan for the fiscal year ending December 31, 2015 (the “Plan”) for the Company’s current “named executive officers” (for whom disclosure is required and shall be made in the Company’s definitive 2015 proxy statement pursuant to Item 401(c) of Regulation S-K), namely, David P. Storey, President and Chief Executive Officer, William P. Kelly, Executive Vice President and Chief Financial Officer, and James E. Gilley, Chief Technology Officer and Vice President.

Under the Plan, each of the named executive officers is eligible to receive a cash award if the Company achieves reportable audited pre-tax income for the year ending December 31, 2015 as specified in the Plan (the “Target Income”), provided that no executive officer shall be eligible to receive any such award unless he is still employed by the Company at the time the Committee acts to grant any such award.

The Plan establishes threshold, target and maximum cash bonus amounts, each expressed as a percentage of a cash award pool (the “Cash Award Pool”). If the Company achieves Target Income, the Cash Award Pool for the named executive officers will be approximately 7.8% of the Target Income (the “Target Cash Award Pool”). If the Company achieves a threshold of 90% of the Target Income, the Cash Award Pool for the named executive officers will be 50% of the Target Cash Award Pool. If the Company achieves a maximum of 120% of the Target Income, the Cash Award Pool for the named executive officers will be 150% of the Target Cash Award Pool. If the Company achieves reportable audited pre-tax income between the threshold and maximum Target Income amounts, the Cash Award Pool will be proportionally adjusted.

The named executive officers may not receive cash awards that exceed 100% of their base salaries.  The Cash Award Pool is allocable to the named executive officers as follows: 42% to Mr. Storey, 35% to Mr. Kelly and 23% to Mr. Gilley.

Under the Plan, the Committee may grant discretionary awards to the named executive officers if the Company achieves reportable audited pre-tax income for the fiscal year ending December 31, 2015 below or above such minimum and maximum criterion for pre-tax income.

Item 8.01 Other Events.

On February 24, 2015 the Company issued a press release announcing the date, time and place of the Company’s Annual Meeting, the record date for the Annual Meeting, and the Board’s nominees to stand for election as directors of the Company at the Annual Meeting.  The press release also announced the decision of the Board to decrease the overall size of the Board to six directors from eight directors effective with the election of directors at the Annual Meeting.  Director Randolph K. Piechocki has not been nominated to stand for re-election at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1           Press Release, dated February 24, 2015.

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.

	RELM WIRELESS CORPORATION
Date: February 27, 2015	By:	/s/ William P. Kelly
		William P. Kelly
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, issued February 24, 2015.

EX-99.1

Exhibit 99.1

Company Contact:

RELM Wireless Corporation

William Kelly, EVP & CFO

(321) 984-1414

RELM Wireless Announces 2015 Annual Meeting of Stockholders, Nomination of Directors to Stand for Election at the 2015 Annual Meeting of Stockholders and Resignation of George N. Benjamin, III

WEST MELBOURNE, FL, February 25, 2015– RELM Wireless Corporation (NYSE MKT: RWC) announced today that its Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, May 20, 2015, at 10:30 a.m., local time, at the Company’s corporate offices at 7100 Technology Drive, West Melbourne, Florida 32904. The record date for determining stockholders entitled to notice of and to participate and vote at the Annual Meeting is March 27, 2015.

The Company also announced today that George N. Benjamin, III has resigned from the Board of Directors, effective immediately. Mr. Benjamin joined the Board in 1996 and was Chairman of the Board from May 2003 to September 2014.

At the Annual Meeting the Company’s stockholders will have the opportunity to elect the following six nominees as directors of the Company’s board of directors (the “Board”), nominated by the Board today to stand for re-election at the Annual Meeting: Donald Goebert, James Henderson, Ryan Levenson, Timothy O’Neil, Benjamin Rosenzweig and David Storey.

The Company’s stockholders will also have the opportunity to consider the ratification of the appointment of BDO USA, LLP as the Company’s independent registered certified public accounting firm, an advisory vote on executive compensation, and such other business as may properly come before the meeting.

About RELM Wireless Corporation

As an American Manufacturer for more than 65 years, RELM Wireless Corporation has produced high-specification two-way communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies, as well as radios for use in a wide range of commercial and industrial applications.  Advances include a broad new line of leading digital two-way radios compliant with APCO Project 25 specifications.  RELM’s products are manufactured and distributed worldwide under BK Radio and RELM brand names. The Company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900.  The Company’s common stock trades on the NYSE MKT market under the symbol “RWC”.

This press release contains certain forward-looking statements that are made pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act Of 1995.  These forward-looking statements concern the Company’s operations, economic performance and financial condition and are based largely on the Company’s beliefs and expectations.  These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors and risks include, among others, the following: changes or advances in technology; the success of our LMR product line; competition in the land mobile radio industry; general economic and business conditions, including federal, state and local government budget deficits and spending limitations; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers; heavy reliance on sales to agencies of the U.S. government; our ability to utilize deferred tax assets; retention of executive officers and key personnel; our ability to manage our growth; government regulation; business with manufacturers located in other countries; our inventory and debt levels; protection of our intellectual property rights;fluctuation in our operating results;  acts of war or terrorism; any infringement claims; provisions in our charter documents and under Nevada law that may discourage a potential takeover; maintenance of our NYSE MKT listing; and the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock.. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in the Company’s subsequent filings with the SEC.  These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.