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

Richard C. Alberding, a member of the Board of Directors of PCTEL, Inc. (the "Company") and Chairman of its Compensation Committee informed the Company that he is resigning his position as a member of the Company's Board of Directors effective June 13, 2012 due to his retirement plans.

In October, 2011, the Company, by a unanimous resolution of Board of Directors as authorized by the Company's Bylaws, approved the number of directors to serve on the Company's Board at any one time to be in the range of not less than seven nor more than nine. With the October, 2011appointment of Major General (retired) Michael Davidson to the Company's Board of Directors to serve as a Class II Director whose term will expire at the 2013 annual meeting, and the resignation of Mr. Alberding, the number of Directors now serving on the Company's Board of Directors is seven.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2012 PCTEL, Inc. (PCTEL) held its Annual Meeting of Shareholders at which a quorum was present. The table below sets forth the number of votes cast for and against, as well as the number of abstentions and broker non-votes, for each matter voted at that meeting, as certified by the independent inspector of elections.

ABSTAIN, WITHHELD AND FOR AGAINST BROKER NON-VOTES 1. Election of Directors Brian J. Jackman 12,453,904 * 318,620 John R. Sheehan 12,454,685 * 317,839

2. Advisory vote to approve the Company's Named Executive Officer 12,543,234 223,439 5,851 Compensation

ABSTAIN, WITHHELD AND FOR AGAINST BROKER NON-VOTES 3. Ratification Grant 15,251,693 14,177 7,475 Thornton LLP as Independent registered Public Accounting Firm

* Not applicable

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