At the Annual Meeting of Stockholders (the "Annual Meeting") of Wireless Telecom Group, Inc. (the "Company") held on June 13, 2012, the Company's stockholders ratified and approved the Company's 2012 Incentive Compensation Plan (the "2012 Plan"). The 2012 Plan was previously adopted by the Company's Board of Directors on April 30, 2012.

The 2012 Plan is administered by the Compensation Committee or such other committee selected by the Board. The 2012 Plan permits the award of options, stock appreciation rights, restricted stock awards, restricted stock unit awards, shares granted as a bonus or in lieu of another awards, dividend equivalents, other stock-based awards or performance awards, together with any other rights or interests, granted to a participant under the 2012 Plan. Awards may be granted under the 2012 Plan to officers, directors, employees, consultants and other persons who provide services to the Company or any related entity. A total of 2,000,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock"), plus any shares of Common Stock subject to awards that have been issued under the Company's Amended and Restated 2000 Stock Option Plan, as amended (the "Prior Plan"), that expire, are cancelled or are terminated after June 13, 2012 without having been exercised in full and would have become available for subsequent grants under the Prior Plan, are reserved and available for issuance under the 2012 Plan, subject to adjustment as provided in the 2012 Plan for stock splits, stock dividends, recapitalizations, and other similar events. The foregoing limit shall not be decreased by the number of shares of Common Stock with respect to awards previously granted under the 2012 Plan that are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares, and the number of shares that are tendered (either actually or by attestation) or withheld upon exercise of an award to pay the exercise price or any tax withholding requirements. The 2012 Plan will terminate at the earliest of (a) such time as no shares of Common Stock remain available for issuance under the 2012 Plan, (b) termination of the 2012 Plan by the Board of Directors, or (c) the tenth anniversary of the effective date of the 2012 Plan, but any grants that are made prior to such date may extend beyond such date.

Additional information regarding the 2012 Plan is summarized under the heading "Proposal 2 - Ratification and Approval of our 2012 Incentive Compensation Plan" in the Company's Definitive Proxy Statement on Schedule 14A in connection with the Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on April 30, 2012, and is incorporated herein by reference. The summary of the 2012 Plan set forth in the Proxy Statement and the descriptions of the 2012 Plan set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the text of the 2012 Plan, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

The Company held its Annual Meeting on June 13, 2012. The following matters, all of which were set forth in the Proxy Statement, were voted on at the Annual Meeting. The final results of such voting are as indicated below.

      Nominee          For     Withhold Authority Broker Non-Votes
   Adrian Nemcek    14,878,697     1,172,422         5,843,028
 Henry L. Bachman   14,884,495     1,166,624         5,843,028
     Rick Mace      14,894,447     1,156,672         5,843,028
  Joseph Garrity    14,870,842     1,180,277         5,843,028
     Glenn Luk      14,831,551     1,219,568         5,843,028

2. Ratification and approval of the Company's 2012 Incentive Compensation Plan:

For Against Abstain Broker Non-Votes 13,587,557 2,324,755 138,807 5,843,028

3. Ratification of the selection of PKF O'Connor Davies, A Division of O'Connor Davies, LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2012:

For Against Abstain Broker Non-Votes 19,975,788 1,088,596 829,763 0

On the basis of the above votes, (i) all nominees listed above were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders or until their respective successors have been elected and qualified; (ii) the proposal to ratify and approve the 2012 Plan was approved; and (iii) the proposal to ratify the selection of PKF O'Connor Davies, A Division of O'Connor Davies, LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2012 was approved.

(d) Exhibits.

Exhibit No. Description
10.1        Wireless Telecom Group, Inc. 2012 Incentive Compensation Plan
            (incorporated by reference to Annex A to DEF 14A Proxy Statement
            filed with the SEC on April 30, 2012).