UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)^*

TESSCO Technologies Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872386107

(CUSIP Number)

Eric R. Smith

Venable LLP

750 East Pratt Street, Suite 900, Baltimore, MD 21202 (410)244-7400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 1, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 6 to Schedule 13D amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 filed on February 18, 2009, Amendment No. 2 filed on February 24, 2012, Amendment No. 3 filed on August 26, 2016, Amendment No. 4 filed on March 20, 2020 and Amendment No. 5 filed on July 22, 2020 (as amended, the “Schedule 13D”) by Mr. Robert B. Barnhill, Jr. (the “Reporting Person”).

Item 4 is hereby amended and supplemented as follows:

The Reporting Person, who is the Founder, Chairman of the Board of Directors (the “Board”) and the largest shareholder of the Issuer, sent a letter (the “Letter”) to the Board that requests a meeting of the Board to determine a path forward for an orderly, amicable transition of the Board’s composition. Specifically, the Letter proposes that the Board discuss some directors resigning and the election by the Board of new directors who can assist in achieving the following:

Greater Shareholder Representation - The Letter proposes that the Board consider options to permit shareholders of the Issuer who hold more than 5% (excluding the Reporting Person) to have greater input regarding the composition of the Board.

Improve Relevant Industry Experience - The Letter proposes that special consideration be given to new Board members who hold or have held senior leadership roles in private industries and public institutions with experience that pertains to the Issuer’s strategic direction.

Increase Diversity - The Letter proposes that the Board discuss an amendment to the Issuer’s Corporate Governance Guidelines that sets specific targets and timelines for ensuring that the Board’s composition reflects the values of diversity, inclusion and equity. The Letter notes that the Reporting Person is committed to ensuring that at least two of the seats on the Board be held by members of underrepresented genders and/or diversities.

The Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Reporting Person intends to engage in discussions with members of the Board, the Issuer’s management, the Issuer’s other stockholders, potential investors in the Issuer and/or other parties regarding, or take actions concerning, the Issuer’s business, operations, governance, management, strategy, capitalization and/or board composition.  These discussions and/or actions will relate to, and may result in, any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, including strategic transactions potentially impacting ownership and control of the Issuer.

Item 7 is hereby amended and supplemented as follows:

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: August 3, 2020

Exhibit 99.1

August 1, 2020

TESSCO Technologies Incorporated

Attn: Board of Directors

11126 McCormick Road

Hunt Valley, Maryland 21031

VIA E-MAIL

Members of the TESSCO Technologies Incorporated Board of Directors:

As the founder, Chairman and largest shareholder of TESSCO Technologies Incorporated (“TESSCO” or the “Company”) and in light of the voting at the recent shareholders’ meeting, I am requesting a meeting of the Board to determine a path forward for an orderly, amicable transition of the Board’s composition. Specifically, I am proposing that we discuss some directors resigning and the election by the Board of new directors who can assist in achieving the following:

Greater Shareholder Representation - Restructuring and realigning the Board so that its members’ interests are more closely aligned with the best interests of the Company’s shareholders. To that end, I propose we consider options to permit TESCCO shareholders who hold more than 5% (excluding myself) to have greater input with regard to the composition of the Board.

Improve Relevant Industry Experience - Recognizing the value provided by individuals who have substantive experience relevant to TESSCO’s business, I believe that new Board members with such skills are needed to reposition the Company during this challenging and formative time. To that end, special consideration should be given to those who hold or have held senior leadership roles in private industries and public institutions with experience that pertains to TESSCO’s strategic direction.

Increase Diversity - Finally, I believe that TESSCO’s Board must be much more diverse than it is currently. To that end, I would like to discuss an amendment to the Corporate Governance Guidelines that sets specific targets and timelines for ensuring that the Board’s composition reflects the values of diversity, inclusion and equity. In the short term, I am committed to ensuring that at least two of the seats on the Board be held by members of underrepresented genders and/or diversities.

All of the changes that I am proposing will refocus TESSCO’s efforts to expedite a return to profitability, provide shareholders greater transparency and input into the Company’s operations and enhance the alignment between the Board and the Company’s success

On a personal note, I would like to avoid any public or private battle that will be costly to the Company and its shareholders, while distracting management from fulfilling TESSCO’s potential. It is in the best interests of all shareholders for us to cooperate on achieving a resolution that includes greater representation for the Company’s largest shareholders, adding new directors with experience relevant to TESSCO’s business and additional plans to increase the Board’s diversity.

I would like the opportunity to speak with you at your earliest convenience to determine if we can work towards a resolution. I believe that time is of the essence and for that reason I respectfully request a reply to this letter by Wednesday, August 5, 2020. Thank you very much for your time.