Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective August 5, 2009, the shareholders of Tollgrade Communications, Inc.
(the "Company") approved an amendment to the Company's 2006 Long-Term Incentive
Compensation Plan, as amended and restated, to increase the number of shares
authorized for issuance thereunder by 1,500,000 shares, for a total of 2,800,000
shares now authorized for issuance under the Plan.
Item 8.01 Other Events
On August 6, 2009, Corporate Election Services, Inc., the Company's duly
appointed Judge of Election, certified the results of voting for the election of
directors at the Annual Meeting of Shareholders of the Company held on August 5,
2009 (the "Annual Meeting").
On the basis of the certified results of voting, the five nominees who received
the highest number of votes and were therefore elected in accordance with the
Company's Articles of Incorporation and Bylaws to serve until the Company's
Annual Meeting in 2010 and until their successors have been selected and
qualified or until their earlier death, resignation or removal were as follows:
Joseph A. Ferrara, Charles E. Hoffman, Jeffrey M. Solomon, Edward B. Meyercord,
III, and Scott C. Chandler.
More detailed information concerning the election of directors and the other
matters submitted to a vote at the Annual Meeting will be included in response
to Item 4 of Part II of the Company's Form 10-Q for the third quarter 2009 to be
filed with the Securities and Exchange Commission.