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

On November 19, 2012, David T. McGraw, the Chief Financial Officer of Communications Systems, Inc. (the "Company") advised the Company Board of Directors that he would be retiring as Chief Financial Officer on December 31, 2013. Mr. McGraw has been employed by the Company since May 2001 and has served as Chief Financial Officer since January 2008.

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

In the Proxy Statement for its Annual Meeting of Shareholders held on May 22, 2012, the Board of Directors included a nonbinding shareholder advisory vote regarding the frequency of future advisory votes on executive compensation. The Company recommended shareholders vote in favor of holding this advisory vote every three years. As disclosed in the Company's Current Report on Form 8-K dated May 22, 2012, 51.9% of the shares voting on this matter voted in favor of holding the shareholder advisory vote on executive compensation every three years. In light of the voting results and consistent with its recommendation to shareholders, the Company's Board of Directors at its August 9, 2012 Board meeting decided to submit the shareholder advisory vote on executive compensation to its shareholders every three years.