Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 9, 2012, David L. Wilemon retired from the Board of Directors (the "Board") of Anaren, Inc. (the "Company"), in accordance with the Company's mandatory retirement policy for directors. Mr. Wilemon's retirement is not the result of any disagreement with the Company.

(e) The Company entered into Amendment # 7 to Carl W. Gerst, Jr. Employment Agreement with Carl W. Gerst, Jr. (the "Gerst Amendment"), the Company's cofounder, Chief Technical Officer and Vice Chairman of the Board, providing for Mr. Gerst's continued employment through June 30, 2013. Mr. Gerst's base salary will continue at $187,500. All other terms of the original employment agreement, as previously amended, that are in effect at the time of this amendment remained unchanged.

The foregoing description of the Gerst Amendment is qualified in its entirety by reference to the full text of the Gerst Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment #7 to Carl W. Gerst, Jr. Employment Agreement, between Anaren, Inc. and Carl W. Gerst, Jr.