TABLE OF CONTENTS

~~PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION~~

As used in this Proxy Statement, except as the context otherwise requires, the terms “Westell,” the “Company,” “we,” “our,” “ours,” and “us” refers to Westell Technologies, Inc. and its subsidiaries.

WESTELL TECHNOLOGIES, INC.

750 North Commons Drive

Aurora, Illinois 60504

___________

Proxy Statement for ~~Special~~the 2017 Annual Meeting of Stockholders

to be held [•],September 12, 2017

___________

To the Stockholders of

WESTELL TECHNOLOGIES, INC.:

This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Westell Technologies, Inc. ~~("Westell"~~(“Westell” or the ~~"Company"~~“Company”) of proxies for the ~~Special~~Annual Meeting of Stockholders to be held ~~in the basement~~ at the ~~Company’s Corporate Headquarters, 750 North Commons Drive, Aurora, Illinois 60504,~~Sheraton Lisle, 3000 Warrenville Road, Lisle, IL 60532, on ~~[•]~~September 12, 2017 , ~~2017,~~ at 10:00 a.m. Central Daylight Time for the purpose of considering and acting upon the matters specified in the Notice of ~~Special~~Annual Meeting of Stockholders accompanying this Proxy Statement. As permitted by Securities and Exchange Commission rules, the Company is making this Proxy Statement and its annual report available to its stockholders electronically via the Internet. On or about [•],August 3, 2017, we expect to mail to our stockholders a Notice containing instructions on how to access this Proxy Statement and our annual report and vote online. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy ~~Statement.~~Statement and annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

You may vote in person at the meeting or you may vote in advance of the meeting via the Internet, by telephone, or, if you request a paper copy of the proxy materials, by using the proxy card that will be enclosed with those materials. If you intend to use the proxy card, please mark, date and sign it, and then return it promptly in the postage-paid envelope that comes with the card. If you intend to vote over the telephone or via the Internet, please follow the instructions on the Notice that you received. Those instructions are also available at www.proxyvote.com. You may then access these proxy materials and vote your shares over the Internet or by telephone. The Notice contains a control number that you will need to vote your shares over the Internet or by telephone.

Proxies will be voted as specified. If no directions are specified on a duly submitted proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, ~~including~~ FOR Proposal No. 1 for the election of the seven directors nominated by the Board of Directors, FOR Proposal No. 2 to ratify the appointment of independent auditors, FOR Proposal No. 3 to approve the compensation of the Company’s named executive officers (“NEOs”), on an advisory basis, FOR “every one year” on Proposal No. 4, as the frequency with which stockholders are provided a non-binding advisory vote on the compensation of the Company’s NEOs, AGAINST Proposal No. 5, the stockholder proposal, and in accordance with the discretion of the persons appointed as proxies on any other matter properly brought before the meeting. A proxy may be revoked at any time prior to the voting thereof by written notice to the Secretary of the Company, by submitting a later dated proxy or by attending the meeting and voting in person.

A majority of the outstanding voting power of our Class A Common Stock and Class B Common Stock entitled to vote at this meeting and represented in person or by proxy will constitute a quorum. Abstentions and broker non-votes will be counted as shares present for purposes of determining the presence or absence of a quorum. A quorum is needed for any proposal to be adopted.

The affirmative vote of the holders of a plurality of the voting power of the Class A Common Stock and Class B Common Stock of the Company, voting together as a single class, and represented in person or by proxy at the meeting is required for the election of directors. The affirmative vote of the holders of a majority of the voting power of the Class A Common Stock and Class B Common Stock of the Company, voting together as a single class, represented in person or by proxy at the meeting is required to ratify the appointment of the independent auditors, to approve the ~~Proposal.~~advisory vote on the compensation of the NEOs, and to approve the stockholder proposal. The frequency of the advisory vote on the compensation of our NEOs - every three years, every two years or every one year - receiving the greatest number of votes will be the frequency that stockholders approve.

If your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote those shares ~~for~~on the ~~Proposal,~~proposal to ratify the appointment of the independent auditors, which is considered a ~~"routine"~~“routine” matter. However, on “non-routine” matters such as the election of directors and Proposals No. 3, No. 4, and No. 5, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. Therefore, if you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute broker non-

votes with respect to the election of directors, Proposals No. 3, No. 4, and No. 5. Broker ~~"non-votes"~~“non-votes” will have no effect on the outcome of the ~~Proposal.~~election of directors, or on Proposals No. 3, No. 4, or No, 5. Abstentions will have the same effect as votes against Proposals No. 2, No. 3, and No. 5, and will have no impact on the ~~Proposal.~~election of directors or Proposal No. 4.

Expenses incurred in the solicitation of proxies will be borne by the Company. Officers of the Company may make additional solicitations in person, by telephone or other communications, without compensation apart from their normal salaries.

The Annual Report on Form 10-K for the fiscal year ended March 31, 2017 (“fiscal year 2017”) accompanies this Proxy Statement. If you did not receive a copy of the report, you may obtain one at the Internet website listed above or by writing to the Secretary of the Company at the address of the corporate headquarters, 750 North Commons Drive, Aurora, Illinois, 60504.

Only holders of record of our Class A Common Stock or Class B Common Stock at the close of business on ~~[•],~~July 14, 2017, are entitled to vote at the meeting. As of ~~[•],~~July 14, 2017, we had outstanding ~~48,032,202~~11,994,396 shares of Class A Common Stock and

~~13,937,151~~ 3,484,287shares of Class B Common Stock, and such shares are the only shares entitled to vote at the meeting. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to four votes on each matter to be voted upon at the meeting.

~~THE PROPOSAL~~

~~Approval an amendment to the Company's Amended and Restated Certificate of Incorporation to effect~~Effective June 7, 2017, Westell implemented a one-for-four reverse stock split of ~~our~~its Class A Common Stock and Class B Common ~~Stock whereby, each outstanding four (4) shares~~Stock. All share amounts and per share prices in this proxy statement have been adjusted to reflect the stock split, except for the share amounts set forth in the Proposal No. 5 below.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

At the Annual Meeting, seven directors are to be elected to hold office for terms expiring at the next annual meeting of the Company's Class A Common Stock and Class B Common Stock, respectively, would be combined into and become one (1) share of the Company's Class A Common Stock or Class B Common Stock, as applicable, and grant authorization tostockholders. Our Bylaws provide that not less than six nor more than ten directors shall constitute the Board of ~~Directors to determine, in its discretion, whether to implement the Proposed Amendment, including its specific timing.~~Directors.

~~General~~

The Board of Directors has ~~unanimously adopted a resolution approving, subject~~no reason to ~~approval~~believe that any nominee will be unable or unwilling to serve. It is intended that the proxies will be voted for the election of the nominees listed below. In the unforeseen event that any such nominee is unable to serve, proxies may be voted for another nominee designated by the ~~Company's stockholders,~~Board of Directors.

The term of Jeannie Diefenderfer will expire at the ~~Proposed Amendment~~Annual Meeting. The Company thanks Ms. Diefenderfer for her service on the Board. Following the expiration of Ms. Diefenderfer 's term as a director, Mr. Harris will become a member of the Audit Committee and the Compensation Committee.

Nominees for Election for Terms Expiring at the 2018 Annual Meeting

The following table sets forth certain information with respect to the ~~Company's Amended and Restated Certificate~~nominees, all of ~~Incorporation, to effect a reverse stock split of the Company's Class A Common Stock and Class B Common Stock (collectively, the "Common Stock"), at the discretion~~whom are current members of the Board of ~~Directors. Under~~Directors with the ~~Proposed Amendment, each outstanding four (4) shares~~exception of ~~Common Stock would~~Messrs. Matthew B. Brady and Kirk R. Brannock.



Name	Age	Principal Occupation and Other Information
Matthew B. Brady	49	Matthew B. Brady has served as President and Chief Executive Officer since July 2017. Mr. Brady served as Senior Vice President of Federal Signal Corporation's Safety and Security Systems Group (SSG) (NYSE: FSS). Mr. Brady joined Federal Signal in 2006 as Vice President of Global Sales, and was promoted in early 2015 to Vice President of SSG’s Integrated Systems Division from the position of Vice President, Global Solutions Division. Mr. Brady holds a Master of Business Administration degree from Olivet Nazarene University and a Bachelor of Arts degree in International Relations from Northern Illinois University. Mr. Brady’s executive experiences qualify him to serve as a member of the Board.

Kirk R. Brannock	59	Kirk R. Brannock, served at Westell as Interim President and Chief Executive Officer from October 2016 through July 2017. Previously Mr. Brannock served as a member of Westell’s Board of Directors from February 2011 to September 2014. He retired in 2010 from his position as Senior Vice President — Ethernet Deployment at AT&T, a leading provider of voice, video, data and broadband delivery services, after a career spanning more than 30 years. Previously Mr. Brannock served in leadership positions at AT&T, Ameritech and SBC, including Senior Vice President — AT&T National Installation & Maintenance and President — SBC/Ameritech Midwest Network Services. Mr. Brannock holds a Bachelor of Arts in Business Administration from Michigan State University and is currently a Board Member and Treasurer for a Marriott International $42M Cooperative. Mr. Brannock's extensive knowledge of Westell operations and the telecommunications industry along with his other board experience qualify him to serve as a member of the Board.



Dennis O. Harris	73	Dennis O. Harris has served as Chairman of the Board since September 2016 and as a Director of the Company since January 2010. Mr. Harris completed a nearly 38-year telecommunications career in 2002 as the President of Network Services at SBC Midwest, now a part of AT&T, which provides voice, video, data and broadband delivery services. Mr. Harris possesses a great depth of knowledge of the telecommunications industry and its participants, as well as extensive experience in the areas of operations, sales, customer service, and human resources. He remains active in the industry and continues in advisory roles to a number of companies. Mr. Harris currently serves on the boards of London Medical Management and The R.J. Carroll Company. Mr. Harris has been active in community service and has served on the board of the North Texas Minority Business Development Council and the American Red Cross of Dallas. Mr. Harris’ knowledge of operations, sales, customer service and human resources developed during his career in the telecommunications industry, and his other board experience qualify him to serve as Chairman of the Board and as a member of the Compensation Committee.

Robert W. Foskett⁽¹⁾	40	Robert W. Foskett has served as a Director of the Company since September 2009. Mr. Foskett is the Managing Partner and Investment Committee Member of Table Mountain Capital LLC, a private investment company, a position he has served since 2006. Prior to joining Table Mountain Capital LLC, he served from 2002 to 2006 as a Research Director at L.H. Investments, a private investment company. Mr. Foskett holds an MBA from the University of Denver, Daniels College of Business. Mr. Foskett’s investment experience and education qualify him to serve on Board of Directors and as a member of the Corporate Governance and Nominating Committee.

Robert C. Penny III⁽¹⁾	64	Robert C. Penny III has served as a Director of the Company since September 1998. He is the owner of Eastwood Land & Cattle, a private business. Mr. Penny’s years of service as a board member and his knowledge of the Company’s business and technology qualify him to serve as a member of the Board of Directors and as the Chair of the Corporate Governance and Nominating Committee.

Cary B. Wood	50	Cary B. Wood has served as a Director of the Company since March 2017. In June 2017, Mr. Wood became President and Chief Executive Officer of Angelica Corporation, a leading provider in the healthcare textile and medical textile processing and services. He currently serves on the Board of Directors of Duravent Corporation, a privately held venting systems firm, since January 2017. Mr. Wood serves as the Chairman of the Compensation and as a member of the Audit Committee of the Board of Directors of Broadwind Energy (NASDAQ: BWEN), a precision manufacturer of structures, equipment and components for clean tech and other specialized applications, since May 2016. Mr. Wood also serves as Chairman of the Operating Committee and as a member of the Nominating and Corporate Governance Committee of the Board of Directors of Vishay Precision Group, Inc. (NYSE: VPG), an internationally-recognized designer, manufacturer and marketer of resistive foil technology, sensors, and sensor-based systems to niche, industrial applications, since March 2016. Mr. Wood served as President, Chief Executive Officer, and as a member of the Board of Directors of Sparton Corporation (NYSE: SPA), a global manufacturer of complex and regulated electronic services as well as engineering products in the medical, avionics, industrial and defense sectors, from November 2008 until February 2016. From August 2004 until November 2008, Mr. Wood served as Interim Chief Executive Officer, Chief Operating Officer and Group Vice President for Citation Corporation (now known as Grede Holdings, LLC), a privately held manufacturer of innovative metal components for the automotive, industrial and commercial marketplaces. Mr. Wood began his career with General Motors Corporation, followed by a move to United Technologies Corporation where he served in a variety of general management, operations and engineering roles. Mr. Wood received a Bachelor of Science degree in Technology from Purdue University, a Master of Science degree in Industrial Operations from the School of Management at Lawrence Technological University, and a Master of Business Administration degree in Finance from Loyola University-Chicago. Mr. Wood’s executive experience and his service on public company boards qualify him to serve on the Board of Directors and as a member of the Audit and Compensation Committees.



Mark A. Zorko	65	Mark A. Zorko has served as Director of the Company since January 2017. Mr. Zorko is a principal with executive management and business support services firm Brentwood Advisory, LLC. In January 2016, Mr. Zorko founded Brentwood 401k, LLC, to provide 401(k) plan advisory services to middle market firms. Mr. Zorko chairs the Nominating and Corporate Governance Committee and serves on both the Audit and Compensation Committees of Perma-Pipe International Holidings, Inc. (NASDAQ:PPIH) (formerly MFRI (NASDAQ: MFRI)), a $100-million firm in the piping solutions industry. He was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR), from June 2014 until April 2015. Mr. Zorko served as the CFO of Steel Excel, Inc. (NASDAQ: SXCL), a public energy industry firm, from August 2011 until May 2013. He also served as the President and CEO of SXCL's subsidiary Wells Services Ltd. (WSL), a $30-million Steel Excel business, in 2012 and CFO of DGT Holdings (DGTC), a medical imaging firm, from 2006 through 2012. SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. Mr. Zorko is on the Audit Committee for Opportunity International, a microfinance bank, and was on the Finance Committee for the Alexian Brothers Health System. He received a Master of Business Administration in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University. After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the United States and Europe. He is a Certified Public Accountant and a NACD Board Leadership Fellow. Mr. Zorko's executive experience and his service on public company boards qualify him to serve on the Board of Directors and as the Chair of the Audit Committee.


(1)	Mr. Robert W. Foskett is the nephew of Mr. Robert C. Penny III.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.

PROPOSAL NO. 2:

RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

The Audit Committee has appointed Grant Thornton LLP, an independent registered public accounting firm, as auditors for the fiscal year ending March 31, 2018 (“fiscal year 2018”). The Board of Directors and the Audit Committee recommend that stockholders ratify the appointment of Grant Thornton. Although we are not required to do so, the Company believes that it is appropriate to request that stockholders ratify the appointment of Grant Thornton as our independent auditors for fiscal year 2018. If stockholders do not ratify the appointment, the Audit Committee will investigate the reasons for the stockholders’ rejection and reconsider the appointment. Representatives of Grant Thornton will attend the Annual Meeting, will be ~~combined into~~given the opportunity to make a statement, and ~~become one share~~will be available to respond to appropriate questions.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2018.

PROPOSAL NO. 3:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pursuant to the requirements of ~~Common Stock. The effectiveness~~Section 14A(a)(1) of the ~~Proposed Amendment will be determined by~~Securities Exchange Act of 1934, as amended, the Company is required to submit a proposal to its stockholders for a non-binding advisory vote to approve the compensation of the Company’s NEOs, as disclosed in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies and practices described in this Proxy Statement.

The guiding principles of the Company’s compensation policies and decisions seek to align each executive’s compensation with the Company’s business strategy and the interests of our stockholders while providing incentives to attract, motivate and retain key executives who are important to our long-term success. We structure our programs to discourage excessive risk-taking through a balanced use of compensation vehicles and metrics with a broad goal of delivering sustained growth in long-term stockholder value. Consistent with this philosophy, a significant portion of the total compensation for each of our executives is performance-based and tied directly to the achievement of defined goals, with short-term and long-term compensation provided in cash and forms of equity. The Compensation Committee has full discretion to reduce final payouts for incentive cash compensation. The Compensation Committee and the Board of Directors believe that our compensation design and practices are effective in ~~its discretion following the Special Meeting. Approval of the Proposed Amendment will authorize~~helping us to achieve our strategic goals.

Accordingly, the Board of Directors recommends that stockholders support the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement by approving the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Although the say-on-pay vote is advisory and not binding, the Board of Directors and the Compensation Committee

will consider our stockholders’ perspectives and will evaluate whether any actions are necessary to address those perspectives.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4:

ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON

EXECUTIVE COMPENSATION

Pursuant to the requirements of Section 14(a)(2) of the Securities Exchange Act of 1934, as amended, the Company is submitting to its ~~discretion~~stockholders an advisory vote as to ~~effect~~whether the stockholder advisory vote to approve executive compensation, as described in Proposal No. 3, should occur every one, two or three years.

After careful consideration, the Board of Directors recommends that future advisory votes on executive compensation occur every one year. The Company believes that say-on-pay votes should be conducted every year so that stockholders may annually express their views on the Company’s executive compensation program. The Compensation Committee, which administers the Company’s executive compensation program, values the opinions expressed by stockholders in these votes and will thoughtfully evaluate and respond to the outcome of these votes in making its decisions on the Company’s executive compensation program.

The option of one year, two years or three years that receives the greatest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been approved by stockholders. However, because this is an advisory vote and not binding on our Board of Directors or the Company, the Board may decide that it is in the best interest of stockholders and the Company to hold an advisory vote on executive compensation on a ~~reverse stock split~~more or less frequent basis than the option approved by stockholders.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “EVERY ONE YEAR” AS THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 5:

STOCKHOLDER PROPOSAL REGARDING EQUAL SHARE VOTES

The Company has been advised that Cove Street Capital, 2101 E El Segundo Boulevard, Suite 302, El Segundo, California 90245, intends to present a stockholder proposal at the ~~ratio~~2017 Annual Meeting of Stockholders. The proponent of the proposal, through their advisory relationship with one of their clients, continuously owned a value in excess of $2,000 shares of our common stock for one year prior to March 2, 2017, the date it submitted the proposal, and plans to hold them through the next meeting of stockholders.

In accordance with SEC rules, the proposal and supporting statement submitted by the stockholder are presented below and are quoted verbatim. The Company disclaims all responsibility for the content of the proposal and the supporting statement,

including sources referenced in the supporting statement. For the reasons set forth ~~above,~~in the Company’s Statement in Opposition to the Stockholder Proposal, which immediately follows the proposal, our Board of Directors recommends that stockholders vote AGAINST this proposal.

PROPOSAL TO ELIMINATE THE DUAL CLASS CAPITAL STRUCTURE

RESOLVED, that shareholders of Westell Technologies, Inc. ("Westell Technologies" or the "Company")

request that the Board of Directors take the necessary steps to ~~not effect any reverse~~adopt a recapitalization plan that would eliminate Westell Technologies' dual-class capital structure and provide that each outstanding share of common stock ~~split. The actual timing for implementation, if any,~~has one vote.

Supporting Statement

Westell Technologies had 61,271,072 shares of common stock outstanding as of July 15, 2016, the reverse stock split will be determined by the Board. We currently anticipate that if the reverse stock split is approved by stockholders, such reverse stock split would be implemented as soon as practicable thereafter, unless the stock price rebounds and this reverse stock split is no longer needed to maintain our NASDAQ listing.

~~Purpose of the Reverse Stock Split~~

~~The Board believes that a reverse stock split may be desirable and~~record date used in the Company's 2016 proxy statement: 47,333,921 shares of Class A common stock and 13,937,151 shares of Class B common stock. Holders of the Class A common stock, roughly 77% of the Company's total shares outstanding, have only 46% of the voting rights. Holders of the Class B common stock have four votes per share.

According to the Company's 2016 proxy statement, Robert Foskett and Robert Penny III owned, through a Voting Trust they control, 22.7% of all shares of common stock outstanding (Class A and Class B), yet possessed 54.1% of the Company's voting shares. We believe any capital structure that leads to outsized influence for insiders, without commensurate economic ownership, is not in the best interest ~~for two reasons. First and~~of Westell Technologies' shareholders.

According to a 2009 study conducted by Ronald Masulis of Vanderbilt University (Masulis, Wang, Xie.,The Journal of Finance, 2009), "insiders holding more voting rights relative to cash flow rights extract more private benefits at the ~~primary reason,~~expense of outside shareholders." Additional research by Paul Gompers of Harvard (Gompers, Ishii, Metrick, The Review of Financial Studies, 2009) found that firm value increases with insiders' cash-flow ownership rights but decreases with insiders' voting rights - meaning that the ~~Board believes that~~disproportional voting rights possessed by the Penny family is a ~~reverse stock split may be~~leading indicator of negative value accretion to outside shareholders.

Additionally, from a corporate governance point of view, it is necessary to ~~maintain~~note that ISS voting guidelines view dual-class capital structures as "problematic" and lump dual-class structures into "Circumstances That May Trigger Negative Vote Recommendations ." (ISS Policy Updates, 2017) Therefore, we believe that eliminating the ~~listing of our Class A Common Stock on The NASDAQ Capital Market. Second~~dual-class structure, and installing a ~~lesser reason,~~one-share/one-vote arrangement, would benefit Westell Technologies' public shareholders and increase overall shareholder value over the ~~Board believes that a reverse stock split could improve the marketability and liquidity of our Class A Common Stock by possibly increasing the share price~~long-term. We encourage other shareholders to ~~a level that may allow a broader range of institutions to invest in our stock.~~vote for this proposal.

~~To maintain our listing on The NASDAQ Capital Market.~~ By potentially increasing our stock price, a reverse stock split would reduce the risk that our stock could be delisted from the NASDAQ Capital Market. To continue our listing on The NASDAQ Capital Market, we must comply with NASDAQ Marketplace Rules, which include a minimum bid price of $1.00 per share. On July 1, 2016, we were notified by the NASDAQ Stock Market (“NASDAQ”) that the bid price for the Company’s Class A Common Stock was not in compliance with the minimum bid price requirement of NASDAQ Marketplace Rule 5450(a)(1) (the “Rule”) for continued listing. At that time, NASDAQ gave the Company 180 calendar days, or until December 28, 2016, to regain compliance.

On December 14, 2016, the Company applied to transfer the listing of its stock from the NASDAQ Global Select Market to the NASDAQ Capital Market. The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as the NASDAQ Global Select Market and listed companies must meet certain financial requirements and comply with NASDAQ’s corporate governance requirements.

On December 23, 2016, NASDAQ approved the Company’s transfer application. This transfer was effective at the opening of business on Wednesday, December 28, 2016. The Company’s common stock has continued to trade under the symbol “WSTL.” On December 29, 2016, NASDAQ approved an additional 180 calendar day compliance period to regain compliance with the minimum bid requirement. In the application, the Company stated its intention to cure the deficiency by effecting a reverse stock split, if necessary. The Company has until June 26, 2017, to demonstrate compliance with the minimum bid price requirement for continued listing. If the company is not able to cure the deficiency, NASDAQ would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal NASDAQ's determination to delist its securities, but there can be no assurance that NASDAQ would grant the Company's request for continued listing.STATEMENT IN OPPOSITION TO STOCKHOLDER PROPOSAL

The Board of Directors recommends that stockholders vote against this Stockholder Proposal.

The Board believes that retaining the current dual class capital structure (i.e., two classes of common stock with different voting rights) is in the best interest of the Company and its stockholders. The dual-class structure has ~~considered~~been in existence since Westell became a public company in 1995. This capital structure was disclosed in advance to every purchaser of a share of our Company’s common stock, and to seek to force one class to accept decreased voting rights without any consideration is not an equitable manner to treat one class of shareholders. Additionally, our dual-class structure protects the ~~potential harm to us and our stockholders should NASDAQ delist our Class A Common Stock~~Company from ~~The NASDAQ Capital Market. Delisting could adversely affect our brand~~becoming singularly focused on maximizing short-term value and performance and allows our Board and management to focus on long-term business.

A recent report from the ~~liquidity~~Nasdaq National Market affirmed that Nasdaq supports dual class structures so long as the charter structure is transparent and disclosed up front to investors. The Company’s dual class structure has been disclosed in the Company’s public filings and set forth in the Company’s charter, so this information is available to all shareholders and prospective investors.

Similarly, the Class B Holders’ interest in the long-term success of the Company provides stability from outside pressures and influences. The Class B Holders are dedicated to the Company not just through their ownership of stock but also on the basis of past history and knowledge of our ~~Class A Common Stock~~industry, customers and employees.

No matter the capital structure, stockholder interests have long been protected through the Company’s adherence to corporate governance practices and principles that complement the dual class capital structure and reinforce the Company’s focus on long-term sustainability and increasing stockholder value. Among our corporate governance practices are the following:

Six of the seven director nominees are independent

Independent audit, compensation, nominating and governance committees

The Chairman and CEO positions are separate

Annual election of all directors

Board makeup highlighted by industry experience and diversity

The Board believes that elimination of the dual-class structure without consideration is not a fair way to treat one class of stockholders and will not improve the long-term financial performance of the Company. For the reasons stated above, the Board of Directors recommends a vote “against” this proposal because ~~alternatives, such~~it is not in the best interest of the Company or its stockholders to force one class to forfeit their charter rights that all investors were aware of before purchasing Company stock.

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THE STOCKHOLDER PROPOSAL.

CORPORATE GOVERNANCE

Board Leadership Structure and Risk Oversight

The Board believes that its collective experience, knowledge of the Company and familiarity with the industries in which the Company operates, among other things, places the Board in the most favorable position to determine the optimal leadership structure for the Company. The Board does not have a formal policy regarding the separation of the roles of the Chairman of the Board and Chief Executive Officer (“CEO”), as the ~~OTC. This market~~Board believes it is ~~generally considered~~in the best interest to ~~be less efficient~~make that determinations based on the position and direction of the Company and the membership of the Board. In September 2016, upon the recommendation of the Corporate Governance and Nominating Committee, the Board appointed Mr. Dennis O. Harris as a non-executive Chair in order to harmonize the Board's leadership structure to prevailing governance practices. Mr. Harris has served on the Board since January 2010. The duties of the non-executive Chair include, among others: chairing meetings of the Board and executive sessions, meeting periodically with ~~larger bid-ask spreads. An investor likely would find it less convenient~~the CEO and consulting as necessary with management on current significant issues facing the Company; and facilitating effective communication among the CEO and all members of the Board. Prior to sell, or to obtain accurate quotations in seeking to buy, our Class A Common Stock on an over-the-counter market. Many investors likely would not buy or sell our Class A Common Stock due to difficulty in accessing the ~~over-the-counter markets, policies preventing them from trading in securities not listed on~~appointment, the roles of the Chairman of the Board and CEO where combined.

The Board, as a ~~national exchange or other reasons. This is our primary reason~~whole and through its committees, has responsibility for the ~~reverse stock split.~~

~~As part~~oversight of risk management. The Company’s officers are responsible for the day-to-day management of the material risks faced by the Company, including the identification of risks, assessment of economic consequences and tradeoffs, and plans and processes for management or mitigation of risk, as appropriate. In its ~~considerations,~~oversight role, the Board ~~received advice~~is responsible for assuring that risk management processes designed and implemented by management are adequate and functioning as designed. The Company strategies for each business unit identify key risks and uncertainties that are reviewed by the Board at least annually, and the Board of Directors receives regular updates from management regarding the ~~Company's~~status of key risks facing the Company.

In addition to the role of the full Board, committees of the Board each oversee certain aspects of risk management. The Audit Committee oversees risk management related to financial ~~advisors~~and financial reporting matters, including the Company’s system of internal controls. The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance and Nominating Committee is responsible for overseeing risks related to corporate governance matters and the director nomination process.

Board Committees

During fiscal year 2017, the Board of Directors had a standing Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee.

The members of the committees since the beginning of fiscal year 2017 are identified in the following table:



Director	Audit	Compensation	Corporate Governance and Nominating
Fared Adib	Member ⁽¹⁾
Jeannie Diefenderfer	Member ⁽²⁾	Chair
Robert W. Foskett			Member
Dennis O. Harris		Member
Martin D. Hernandez	Member ⁽³⁾		Member ⁽³⁾
Eileen A. Kamerick	Chair ⁽⁴⁾	Member ⁽⁴⁾
Robert C. Penny III			Chair
Cary B. Wood	Member ⁽⁵⁾	Member ⁽⁵⁾
Mark A. Zorko	Chair ⁽⁶⁾


(1)	Effective January 30, 2017, Mr. Adib resigned as a Director and Member of the Audit Committee.


(2)	Effective September 12, 2016, Ms. Diefenderfer was appointed as a Member of the Audit Committee.


(3)	Effective March 6, 2017, Mr. Hernandez resigned as a Director and a Member of the Audit and Compensation Committees.


(4)	The term of Ms. Kamerick expired at the 2016 Annual Meeting on September 12, 2016.


(5)	Effective March 6, 2017, and March 14, 2017, Mr. Wood was appointed as a Member of the Audit and Compensation Committees, respectively.


(6)	Effective January 30, 2017, Mr. Zorko was appointed as Chair of the Audit Committee.

The Board of Directors held eleven meetings during fiscal year 2017. Each director attended at least 75% of the aggregate number of meetings held by the Board of Directors and of meetings of Board committees on which he or she served in fiscal year 2017. Following the regularly scheduled Board meeting sessions, the non-employee independent directors routinely conduct separate executive sessions. The Board is authorized to directly engage outside consultants and legal counsel to assist and advise them, as needed.

The Audit Committee

The Audit Committee met twelve times in fiscal year 2017. The Audit Committee is a separately designated committee of the Board, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee has direct responsibility for appointing, compensating, retaining and overseeing the work of any independent auditors. The Committee also is responsible for reviewing the plan and scope of the annual audit, reviewing our audit functions and systems of control, reviewing and pre-approving audit and permissible non-audit services, reporting to the full Board of Directors regarding all of the foregoing and carrying out the other responsibilities set forth in its charter. The Board of Directors has determined that Messrs. Wood and Zorko are each an “audit committee financial expert,” as that term is defined in the SEC rules adopted pursuant to the Sarbanes-Oxley Act. The Board of Directors has determined that each current member of the Audit Committee is independent as defined in the NASDAQ listing standards. The Audit Committee charter is available in the corporate governance section under Investor Relations on our website at www.westell.com.

The Compensation Committee

The Compensation Committee met six times in fiscal year 2017. In carrying out the Company’s compensation activities, the Compensation Committee is responsible for, among other things, evaluating and setting the compensation for our CEO. Company management is responsible for recommending to the committee the amount of compensation of our other executive officers. On an annual basis, the Compensation Committee approves executive compensation by evaluating base salary, benefits, annual incentive compensation (the “Incentive Plan”) and long-term equity-based incentives. The committee reviews recommendations regarding other executive officers and has the authority to approve or revise such recommendations. The CEO and other ~~uncompensated investment banks. The advice~~members of management do not participate in deliberations relating to their own compensation. Under its charter, the Compensation Committee may form and delegate authority to subcommittees as it deems appropriate. For fiscal year 2017, the Compensation Committee reviewed and approved all elements of the ~~advisors was~~compensation packages for each of the Company’s executive officers.

The Compensation Committee has the authority under its charter to hire and pay a fee to consultants and other advisors. As described below in this proxy statement, the services of an independent compensation consultant were used to assist the Compensation Committee in evaluating the Company’s compensation structure and levels and in establishing the Company’s compensation goals and objectives for fiscal year 2017. The Compensation Committee also ~~utilized in selection~~reviews director compensation with its compensation consultant and has the ~~reverse split ratio.~~responsibility for recommending to the Board the level and form of compensation and benefits for directors.

The Board of Directors ~~believes~~has determined that a reverse stock split is a potentially effective means for us to maintain compliance with NASDAQ Marketplace Rules and to avoid, or at least mitigate, the likely adverse consequences of our stock being delisted from The NASDAQ Capital Market by potentially producing the immediate effect of increasing the bid price of our stock.

~~To improve the marketability and liquidity~~each of the ~~Common Stock.~~members, who served on the Compensation Committee in fiscal year 2017, is independent as defined in the NASDAQ listing standards.

The Compensation Committee charter is available in the corporate governance section under Investor Relations on our website at www.westell.com.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, which met four times in fiscal year 2017, is responsible for developing the criteria and qualifications for membership on the Board, reviewing and making recommendations to the Board as to whether existing directors should stand for re-election, considering, screening and recommending candidates to fill new or open positions on the Board, recommending Director nominees for approval by the Board and the stockholders, recommending Director nominees for each of the Board’s committees, reviewing candidates recommended by stockholders, and conducting appropriate inquiries into the backgrounds and qualifications of possible candidates. The Corporate Governance and Nominating Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating director candidates. The Corporate Governance and Nominating Committee charter is available in the corporate governance section under Investor Relations on our website at www.westell.com.

Risk Management

Westell management, the Compensation Committee and the Board of Directors view compensation practices as an important element of Enterprise Risk Management. It is our intention to create incentive structures that reward longer-term, sustainable growth on a profitable basis and that do not encourage inappropriate risk trade-offs and behaviors. Additionally, we view compensation as an important element in mitigating risks of losing key executives and employees and the concomitant loss of talent and skill required to operate the business. Consistent with SEC disclosure requirements, the Compensation Committee has assessed the Company’s compensation programs and has concluded that our compensation policies and practices do not encourage or create risks that are reasonably likely to have a material adverse effect on the Company.

Director Nominations

The Corporate Governance and Nominating Committee considers many factors when considering candidates for the Board of Directors and strives for the Board to be comprised of Directors who have a variety of complementary experience and backgrounds and who represent the broad interests of stockholders as a whole.

Important individual factors for Board members and candidates include strength of character, mature judgment, specialized expertise, relevant technical skills, diversity, appropriate education, broad-based business acumen, and a solid understanding of policy setting and strategy assessment. Depending upon the needs of the Board of Directors from time-to-time, certain factors may be weighed more or less heavily by the Corporate Governance and Nominating Committee.

In considering candidates for the Board of Directors, the Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a recommended nominee. However, the Corporate Governance and Nominating Committee believes that ~~the increased market price~~members of the ~~stock expected as a result~~Board of ~~implementing a reverse stock split, while decreasing the number of shares available for trading, could improve the marketability~~Directors should have high ethical and ~~liquidity of the Class A Common Stock~~moral standards, experience and ~~could encourage interest and trading in the stock. A reverse stock split could allow a broader range of institutions to invest in our stock (namely, funds~~expertise that are ~~prohibited from buying stocks whose price is below a certain threshold), potentially increasing~~relevant to the ~~liquidity of our Class A Common Stock. A reverse stock split could help increase analyst and broker~~business, knowledge or interest in our ~~stock as their policies can discourage them from following~~business’ industries and technologies, and sufficient time to devote to Board matters. In addition, the Corporate Governance and Nominating Committee considers independence and whether any candidate has potential conflicts of interest or ~~recommending companies with low stock prices. Because~~special interests that could impair his or her ability to effectively represent the interests of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers' commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of Class A Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would beall stockholders. In the case ~~if the share price were higher. This is a second reason but not the primary reason.~~

~~Risks of the Proposed Reverse Stock Split~~

~~We cannot assure you that the proposed reverse stock split will increase our stock price and have the desired effect of maintaining compliance with NASDAQ Marketplace Rules. The Board~~ of Directors ~~expects that a reverse stock split~~being considered for renomination, the Corporate Governance and Nominating Committee will ~~increase~~also take into account the market price of our shares so that we are able to regain and maintain compliance with the NASDAQ minimum bid price listing standard. However, the effect of a reverse stock split upon the market price of our Class A Common Stock cannot be predicted with any certainty, and theDirector’s history of similar stock splits for companies in like circumstances is varied. It is possible that the per share price of our Class A Common Stock after the reverse stock split will not rise in proportion to the reduction in the number of shares of our Class A Common Stock outstanding resulting from the reverse stock split, and the market price per post-reverse stock split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, and the reverse stock split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect a reverse stock split, the market price of our Class A Common Stock may decrease due to factors unrelated to the stock split. In any case, the market price of our Class A Common Stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock split is consummated and the trading price of the Class A Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split. Even if the market price per post-reverse stock split share of our Class A Common Stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including NASDAQ requirements related to the minimum stockholder's equity, the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of round lot holders.

~~The proposed reverse stock split may decrease the liquidity of our stock by reducing the number of shares available for trading.~~ The liquidity of our capital stock may be harmed by the proposed reverse stock split given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the stock price does not increase as a result of the reverse stock split.

In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances which could prevent certain

~~stockholders from changing the composition~~attendance at meetings of the Board of Directors or ~~render tender offers for a combination with another entity more difficult to successfully complete.~~

~~Principal Effects of~~its committees, the ~~Reverse Stock Split~~

~~Number of Shares of Common Stock and Corporate Matters~~

~~The reverse stock split would have the following effects on our Common Stock and securities convertible into or exercisable for shares of our Common Stock:~~

each outstanding four (4) shares of Common Stock owned by a stockholder immediately prior to the reverse split would become one (1) share of Class A Common Stock or Class B Common Stock, respectively, after the reverse split; the number of shares of our Class A Common Stock issued and outstanding would be reduced from approximately [ •~~] shares to approximately [~~ •~~] shares, and the number of shares of our Class B Common Stock issued and outstanding would be reduced from approximately [~~ •~~] shares to approximately [~~ •~~] shares, respectively; and~~

the number of shares of common stock subject to stock options, restricted stock units, performance share units or similar rights authorized under the Company's equity incentive plans will automatically be proportionately adjusted for the reverse stock split ratio and the number of shares of common stock subject to stock options granted to our directors, officers and employees under such plans, and the per share exercise price of these options, will automatically be proportionately adjusted for the reverse stock split so that the aggregate exercise price thereunder remains unchanged (i.e., the adjusted exercise price times number of options will remain unchanged).

~~Upon the effectiveness of the reverse stock split, the number of authorized shares of our Class A Common Stock that are not issued and outstanding would increase from approximately [~~ •~~] shares to approximately [~~ •~~] shares. Upon effectiveness of the reverse stock split, the number of authorized shares of our Class B Common Stock that are not issued and outstanding would increase from approximately[~~ •~~] shares to approximately [~~ •] shares. We will continue to have a total of 109 million authorized shares of Class A Common Stock, 25 million authorized shares of Class B Common Stock and 1 million authorized but unissued shares of Preferred Stock. The per share par value of our Common Stock will not changeDirector’s tenure as a ~~result of the reverse stock split.~~

The reverse stock split will affect all of our stockholders uniformly and will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered, except for possible changes due to the treatment of fractional shares resulting from the reverse split. As described below, stockholders holding fractional shares will be entitled to cash payments in lieu of such fractional shares. Common Stock issued and outstanding pursuant to the reverse stock split will remain fully paid and non-assessable.

The Class A Common Stock is currently registered under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed reverse stock split will not affect the registration of the Class A Common Stock under the Exchange Act. Our Class A Common Stock would continue to be reported on The NASDAQ Capital Market under the symbol "WSTL," although it is likely that NASDAQ would add the letter "D" to the end of the trading symbol for a period of 20 trading days after the effective date of the reverse stock split to indicate that the reverse stock split had occurred.

~~Cash Payment in Lieu of Fractional Shares~~

We will not issue fractional certificates for post-reverse stock split shares in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares because they hold of record immediately prior to the effective time of the reverse stock split a number of shares not evenly divisible by four (4), will be entitled, upon surrender to the exchange agent of certificate(s) representing such shares, to a cash payment in lieu thereof. The cash payment will equal the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing prices (as adjusted to reflect the reverse stock split) of our Class A Common Stock on the NASDAQ Capital Market or other primary trading market for the Class A Common Stock for the five trading days immediately preceding the effective date of the Proposed Amendment as described below in the first paragraph under "Procedure for Effecting Reverse Stock Split and Exchange of Certificates" below.

~~The ownership of a fractional interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described herein.~~

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

~~Accounting Matters~~

The reverse stock split will not affect the total amount of stockholders' equity on our balance sheet. However, because the par value of our common stock will remain unchanged, the components that make up total stockholders' equity will change by offsetting amounts. As a result of the reverse stock split, the stated capital component will be reduced to an amount approximately equal to 1/4 of its present amount, after giving effect to the cash payments in lieu of fractional shares described above, and the additional paid-in capital component will be increased by the amount by which the stated capital is reduced. The per share net income (loss) and net book value per share of our common stock will be increased as a result of the reverse stock split because there will be fewer shares of our Common Stock outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the reverse stock split.

~~Potential Anti-Takeover Effects~~

If the Proposed Amendment is approved by our stockholders and the reverse stock split is implemented, the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of our Board of Directors, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, our Board of Directors could issue and sell shares thereby diluting the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in our Board or such a transaction. Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the reverse stock split is not being proposed in response to any effort of which we are aware to accumulate the shares of our Common Stock or obtain control of us, nor is it part of a plan by our management to recommend a series of similar amendments to our Board of Directors and stockholders.

~~Our Board of Directors does not intend to use the reverse stock split as a part of, or first step in, a "going private" transaction pursuant to Rule 13e-3 under the Exchange Act.~~

~~Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates~~

If our stockholders approve the Proposed Amendment and the Board of Directors determines that a reverse stock split continues to be in the best interests of the Company and its stockholders, we will file the Proposed Amendment with the Secretary of State of the State of Delaware. The reverse stock split will become effective as of 5:00 p.m. Eastern Time on the date of such filing, which time on such date will be referred to as the "effective time." Except as described above under "Cash Payment in Lieu of Fractional Shares," at the effective time, each four (4) shares of Class A Common Stock and Class B Common Stock, respectively, issued and outstanding immediately prior to the effective time will, automatically and without any further action on the part of our stockholders, be combined into and become one (1) share of Class A Common Stock or Class B Common Stock (as applicable), and each certificate which, immediately prior to the effective time represented pre-reverse stock split shares, will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

Our transfer agent, Broadridge Corporate Issuer Solutions, Inc., will act as exchange agent for purposes of implementing the exchange of stock certificates, and is referred to as the "exchange agent." As soon as practicable after the effective time, a letter of transmittal will be sent to stockholders of record as of the effective time for purposes of surrendering to the exchange agent certificates representing pre-reverse stock split shares in exchange for certificates representing post-reverse stock split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder's outstanding certificate(s) (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), together with the properly completed and executed letter of transmittal, to the exchange agent. From and after the effective time, any certificates formerly representing pre-reverse stock split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing post-reverse stock split shares.

~~Stockholders who hold shares~~electronically in book-entry form and do not have stock certificates for surrender and exchange will have their accounts automatically adjusted in order to reflect the number of shares of common stock they hold as a consequence of the reverse stock split. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

~~Even if the stockholders approve a reverse stock split, the Company reserves the right not to effect the reverse stock split if in the opinion~~member of the Board of Directors, ~~it would not be in the best interests of the Company and its stockholders, such as if the stock price rebounds and this reverse stock split is no longer needed to retain the NASDAQ listing.~~

~~No Appraisal Rights~~

~~Under the Delaware General Corporation Law, stockholders will not be entitled to exercise appraisal rights in connection with the reverse stock split,~~ and the ~~Company will not independently provide stockholders with any~~Director’s preparation for and contribution to such ~~right.~~

~~Certain United States Federal Income Tax Consequences~~

~~The following is a summary~~meetings. In the case of ~~certain United States federal income tax consequences of~~potential nominees, the reverse stock split generally applicable to beneficial holders of shares of our Common Stock. This summary addresses only such stockholders who hold their pre-reverse stock split shares as capital assetsCorporate Governance and ~~will hold~~Nominating Committee also considers the ~~post-reverse stock split shares as capital assets. This discussion does not address all United States federal income tax considerations that~~individual committee needs and may ~~be relevant to particular stockholders~~evaluate candidates in light of ~~their individual circumstances or~~requirements and qualifications applicable to ~~stockholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities,~~each committee, including SEC, stock exchange and ~~foreign stockholders. The following summary~~other applicable requirements.

Although there is ~~based upon~~no formal diversity policy, the ~~provisions~~Corporate Governance and Nominating Committee also considers the diversity of the ~~Internal Revenue Code of 1986, as amended, applicable Treasury Regulations thereunder, judicial decisions~~candidates, and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each stockholder should consult a tax advisor as to the particular facts and circumstances which may be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the reverse stock split.

~~Exchange Pursuant to Reverse Stock Split~~

No gain or loss will be recognized by a stockholder upon such stockholder's exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split, except to the extent of cash, if any, received in lieu of fractional shares. See "Cash in Lieu of Fractional Shares" below. The aggregate tax basis of the post-reverse stock split shares received in the reverse stock split, including any fractional share deemed to have been received, will be equal to the aggregate tax basis of the pre-reverse stock split shares exchanged therefor, and the holding period of the post-reverse stock split shares will include the holding period of the pre-reverse stock split shares.

~~Cash in Lieu of Fractional Shares~~

A holder of pre-reverse stock split shares that receives cash in lieu of a fractional share of post-reverse stock split shares should generally be treated as having received such fractional share pursuant to the reverse stock split and then as having exchanged such fractional share for cash in a redemption by the Company. The amount of any gain or loss should be equal to the difference between the ratable portion of the tax basis of the pre-reverse stock split shares exchanged in the reverse stock split that is allocated to such fractional share and the cash received in lieu thereof. In general, any such gain or loss will constitute long-term capital gain or loss if the holder's holding period for such pre-reverse stock split shares exceeds one year at the time of the reverse stock split. Deductibility of capital losses by holders is subject to limitations.

~~Recommendation~~ of the Board of Directors as a whole, based on factors such as business and personal background, and potential contributions to the Board of Directors. The Committee and the Board attempt to ensure that the Board of Directors is comprised of individuals with experience in both complementary and differentiated industries, and representing a variety of disciplines, in order to bring diverse business experience, knowledge and perspectives to the Board of Directors.

Mr. Zorko and Mr. Wood, who were appointed to the Board of Directors in January 2017 and March 2017, respectively, were initially identified as director candidates by Mr. Minichiello.

Stockholders who wish to suggest qualified candidates should write to the Secretary, Westell Technologies, Inc., 750 North Commons Drive, Aurora, Illinois 60504, specifying the name of any candidates and stating in detail the qualifications of such persons for consideration by the Corporate Governance and Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such

recommendation. Stockholders who wish to nominate a director for election at an annual meeting of the stockholders must comply with our bylaws regarding stockholder proposals and nominations. See “Proposals of Stockholders” contained herein.

Attendance at Annual Stockholder Meetings

The Company expects all board members to attend the annual meeting of stockholders, but from time to time, other commitments may prevent a director from attending the meeting. Six of the seven directors serving at that time attended the most recent annual meeting of stockholders, which was held on September 13, 2016.

Director Independence

In general, the Board determines whether a board member is independent by following the corporate governance rules of the NASDAQ Capital Stock Market (“NASDAQ”) and the applicable rules of the Securities and Exchange Commission (“SEC”). Our Board of Directors has determined that each of Messrs. Brannock, Foskett, Harris, Penny, Wood and Zorko, and Ms. Diefenderfer are “independent” under the NASDAQ and SEC rules. Additionally, Fared Adib, Martin D. Hernandez, and Eileen A. Kamerick, who each served on the Board during fiscal 2017, were previously determined to be independent directors. In making independence determinations, the Board considered the registration rights with respect to the shares of common stock held in the Voting Trust that we have granted to Robert C. Penny III, Robert W. Foskett, and Patrick J. McDonough, Jr., as Trustees of the Voting Trust.

Communications with Directors

The Board of Directors ~~deems~~has established a process for stockholders to communicate with members of the ~~Proposal~~Board. If a stockholder has any concern, question or complaint regarding any accounting, auditing or internal controls matters, as well as any issues arising under Westell’s Code of Business Conduct or other matters that he or she wishes to communicate to Westell’s Audit Committee or Board of Directors, the stockholder can reach the Westell Board of Directors by mail at Westell Technologies, Inc., Board of Directors, 750 North Commons Drive, Aurora, Illinois 60504. From time to time, the Board of Directors may change the process that stockholders may communicate to the Board of Directors or its members. Please refer to our website at www.westell.com for any changes in this process.

Executive Officers

The following sets forth certain information with respect to our current executive officers.



Name	Age	Position
Matthew B. Brady	49	President and Chief Executive Officer
Thomas P. Minichiello	58	Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Michael T. Moran	54	Senior Vice President, In-Building Wireless
Jesse Swartwood	43	Senior Vice President, Worldwide Sales

Matthew B. Brady – Matthew B. Brady is a Board Nominee in addition to his role as President and Chief Executive Officer. His biographical information is included under Proposal No.1: Election of Directors.

Thomas P. Minichiello – Thomas P. Minichiello has served as Senior Vice President and Chief Financial Officer since July 2013 and as Treasurer and Secretary since September 2013. Mr. Minichiello came to Westell from Tellabs, where from 2001 to 2013 he served in various roles, including interim Chief Financial Officer, Vice President of Finance and Chief Accounting Officer, Vice President of Financial Operations, Vice President of Finance for North America, Director of Finance for Tellabs' product divisions, and Controller for the optical networking group. Prior to Tellabs, Mr. Minichiello served in various leadership roles at Andrew Corporation, Phelps Dodge, Otis Elevator, and United Technologies. Mr. Minichiello began his career in the finance organization at Sterling Drug. Mr. Minichiello serves as a Board Member for Sports Field Holding, Inc. (SFHI). Mr. Minichiello holds a Master of Business Administration in Entrepreneurship and Operations Management from DePaul University, a Master of Science in Accounting from the University of Hartford, and a Bachelor of Arts in Economics from Villanova University. Additionally,Mr. Minichiello is a Certified Public Accountant.

Michael T. Moran - Michal T. Moran has served as the Senior Vice President, In-Building Wireless since November 2016 and was appointed as an executive officer effective January 1, 2017. Mr. Moran initially joined Westell in April 2015 as Advanced Product Realization Director and also served as Senior Vice President, Chief Technology Officer. Before joining the Company, Mr. Moran was Director of SDN, Cloud & Virtualization Strategy for Coriant from December 2013 to March 2014. Mr. Moran held various positions including Director of Portfolio Strategy; Director of Planning, Systems Engineering and Architecture; and Director of Engineering at Tellabs (acquired by Coriant) (NASDAQ: TLAB) from May 1997 to December 2013. Mr. Moran holds a Bachelor of Science in Electrical Engineering from the DeVry Institute of Technology and a Master of Science in Computer Science from North Carolina State University.

Jesse Swartwood - Jesse Swartwood joined Westell in 2005, in connection with the acquisition of HyperEdge, a manufacturer of network service access products, as Regional Sales Vice President with responsibility for the AT&T account and assumed the role of Senior Vice President, Worldwide Sales, in September 2016 and became an executive officer effective January 1, 2017. During his tenure at Westell, Mr. Swartwood served in a number of roles including Vice President, North American Sales. From 1996 to 2005, Mr. Swartwood held various positions including Director and Vice President of Sales at HyperEdge. Mr. Swartwood earned a Bachelor of Arts in Telecom Management from DeVry University and a Bachelor of Arts in Economics and Management and a Bachelor of Arts in Sociology from Beloit College.

Code of Business Conduct

We have adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K. This Code of Business Conduct applies to all of our directors, officers (including the principal executive officer, the principal financial officer, principal accounting officer and any person performing similar functions) and employees. A copy of this Code of Business Conduct is available on our website and we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting it on our website (www.westell.com) within four business days after the respective dates of any amendments to, or waivers from, our Code of Business Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer and any person performing similar functions. Copies of the Code of Business Conduct will be inprovided free of charge upon written request directed to the ~~best interests~~Secretary of the Company ~~and its stockholders and recommends that~~at the ~~stockholders vote "FOR"~~address of the ~~Proposal.~~

principal executive offices.

OWNERSHIP OF THE CAPITAL STOCK OF THE COMPANY

Directors and Executive Officers

The following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of ~~March 13,~~June 30, 2017, of (i) each director and nominee for director, (ii) the individuals named in the ~~"Summary~~“Summary Compensation ~~Table"~~Table” contained in ~~our 2016 Annual Meeting~~this proxy statement (the ~~"named~~“named executive ~~officers"~~officers” or ~~"NEOs"~~“NEOs”) and (iii) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the ~~Common Stock~~common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of ~~Common Stock~~common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such ~~Common Stock.~~common stock.


Name	Number of Class A Shares^(1)(2)(3)		Number of Class B Shares⁽³⁾		Percent of Class A Common Stock⁽⁴⁾	Percent of Class B Common Stock⁽⁴⁾	Percent of Total Voting Power⁽⁴⁾	Number of Class A Shares^(1)(2)(3)		Number of Class B Shares⁽³⁾		Percent of Class A Common Stock⁽⁴⁾	Percent of Class B Common Stock⁽⁴⁾	Percent of Total Voting Power⁽⁴⁾
Non-Employee Directors
Jeannie H. Diefenderfer	30,000		—		*	—	*	7,500		—		*	—	*
Robert W. Foskett	95,000		13,937,150	^{(5) (6)}	*	100.0%	53.8%	23,750		3,484,287	^{(5) (6)}	*	100.0%	53.9%
Dennis O. Harris	105,000		—		*	—	*	26,250		—		*	—	*
Robert C. Penny III	60,000		12,951,511	⁽⁶⁾	*	92.9%	50.0%	15,000		3,237,878	⁽⁶⁾	*	92.9%	50.1%
Cary B. Wood	20,000		—		*	—	*	5,000				*	—	*
Mark A. Zorko	20,000		—		*	—	*	5,000				*	—	*
Named Executive Officers
Matthew B. Brady								—		—		*	—	*
Thomas P. Minichiello								123,447	⁽⁷⁾	—		1.0%	—	*
Michael T. Moran								34,069		—		*	—	*
Kirk R. Brannock								60,020	⁽⁸⁾	—		*	—	*
J. Thomas Gruenwald	—		—		*	—	*	—		—		*	—	*
Thomas P. Minichiello	399,356	⁽⁷⁾	—		*	—	*
Brian T. Brouillette	—		—		*	—	*
Charles S. Bernstein	—		—		*	—	*
Richard E. Good	126,194		—		*	—	*
All Current Directors and Executive Officers as a group (10 Persons)	1,070,696		13,937,150		2.2%	100.0%	54.7%	242,919		3,484,287		2.0%	100.0%	54.8%

_________________


Name and Address of Beneficial Owner⁽¹⁾	Number of Class A Shares⁽²⁾	Number of Class B Shares⁽²⁾	Percent of Class A Common Stock	Percent of Class B Common Stock	Percent of Total Voting Power⁽³⁾	Number of Class A Shares⁽²⁾	Number of Class B Shares⁽²⁾	Percent of Class A Common Stock	Percent of Class B Common Stock	Percent of Total Voting Power⁽³⁾
Cove Street Capital 2101 East El Segundo, Suite 302 El Segundo, CA 90245	7,112,664	—	14.8%	—	6.9%
Cove Street Capital LLC 2101 East El Segundo, Suite 302 El Segundo, CA 90245						1,354,555	—	11.3%	—	5.2%
David C. Hoeft 555 California Street, 40th Floor San Francisco, CA 94104	3,836,133	—	8.0%	—	3.7%	959,033	—	8.0%	—	3.7%
Renaissance Technologies LLC 800 Third Avenue New York, NY 10022	3,672,529	—	7.6%	—	3.5%	943,357	—	7.9%	—	3.6%



Name & Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation($)⁽²⁾	Total ($)
Kirk R. Brannock Former Interim President and CEO	2017	150,383	^{(3) (4)}	—	110,318	—	—	500	261,201
J. Thomas Gruenwald Former Chairman, President and CEO	2017	220,685	⁽⁵⁾	—	303,093	138,816	—	118,314	780,908
	2016	450,000		—	251,813	96,809	106,763	4,698	910,083
Thomas P. Minichiello Senior Vice President, CFO, Treasurer and Secretary	2017	294,231	⁽³⁾	—	233,500	75,192	45,000	3,915	651,838
	2016	300,000		—	177,750	68,336	65,700	5,069	616,855
Michael T. Moran Senior Vice President, In-Building Wireless	2017	230,481	⁽³⁾	—	280,200	67,095	25,000	2,331	605,107



	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)⁽¹⁾
Kirk R. Brannock	—	—		—	—	—		—	—		—
J. Thomas Gruenwald	—	—		—	—	—		—	—		—
Thomas P. Minichiello	16,875	5,625	⁽²⁾	10.22	07/17/2020
	9,375	28,125	⁽³⁾	4.74	05/01/2022
	—	40,625	⁽⁴⁾	4.64	04/01/2023
									7,500	⁽⁵⁾	21,000
						2,342	⁽⁶⁾	6,558	630	⁽⁷⁾	1,764
						23,447	⁽⁸⁾	65,652
						3,750	⁽⁹⁾	10,500
						15,625	⁽¹⁰⁾	43,750
						28,125	⁽¹¹⁾	78,750
						40,625	⁽¹²⁾	113,750
Michael T. Moran	937	2,813	⁽¹³⁾	5.40	04/20/2022
	1,250	2,500	⁽¹⁴⁾	4.70	09/18/2022
	3,750	7,500	⁽¹⁵⁾	4.52	10/23/2022
	—	36,250	⁽⁴⁾	4.64	04/01/2023
						13,026	⁽⁸⁾	36,473
						1,667	⁽¹⁶⁾	4,668
						8,334	⁽¹⁷⁾	23,335
						55,000	⁽¹²⁾	154,000



	Termination without Cause or for Good Reason following a change in control ($)	Change in Control without Termination ($)	Termination for Good Reason ($)	Termination without Cause ($)
Cash Compensation	765,000	—	525,000	525,000
Health Benefits	18,469	—	18,469	18,469
Stock Option Vesting Acceleration ⁽¹⁾	—	—	—	—
Stock Award Vesting Acceleration ⁽¹⁾	318,959	—	—	—
Total	1,102,428	—	543,469	543,469



Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾⁽³⁾	Total ($)
Fared Adib^{(4) (5)}	37,053	12,400	49,453
Jeannie H. Diefenderfer⁽⁵⁾	51,745	5,010	56,755
Robert W. Foskett⁽⁶⁾	39,000	5,010	44,010
Dennis O. Harris⁽⁶⁾	54,326	5,010	59,336
Martin D. Hernandez^{(5) (7)}	41,040	12,075	53,115
Eileen A. Kamerick⁽⁸⁾	27,500	—	27,500
Robert C. Penny III⁽⁶⁾	39,000	5,010	44,010
Cary B. Wood⁽⁹⁾	3,322	13,760	17,082
Mark A Zorko⁽⁹⁾	8,642	13,102	21,744


2.	To ~~transact such~~ratify the appointment of our independent auditors;


3.	To conduct an advisory vote to approve executive compensation (“Say-on-Pay”);


4.	To conduct an advisory vote on the frequency of holding an advisory vote on executive compensation (Frequency of “Say-on-Pay”);


5.	To consider and vote on a stockholder proposal regarding equal stockholder voting, if properly presented; and


6.	To consider any other ~~business as~~matters that may properly come before the ~~Special Meeting or at any adjournments or postponements thereof.~~meeting.



	Page
PROXY STATEMENT	2
PROPOSAL NO. 1: ELECTION OF DIRECTORS	3
PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	5
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	5
PROPOSAL NO. 4: ADVISORY VOTE ON FREQUENCY OF "SAY-ON-PAY"	6
PROPOSAL NO. 5: STOCKHOLDER PROPOSAL	6
CORPORATE GOVERNANCE	8
OWNERSHIP OF THE CAPITAL STOCK OF THE COMPANY	13
EXECUTIVE COMPENSATION	15
DIRECTOR COMPENSATION	18
EQUITY COMPENSATION PLAN INFORMATION	19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	19
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	19
CHANGE IN AUDITORS	19
AUDIT COMMITTEE REPORT	20
PROPOSALS OF STOCKHOLDERS	21
FINANCIAL INFORMATION	21
OTHER MATTERS TO COME BEFORE THE MEETING	22


(1)	Includes options to purchase shares that are exercisable within 60 days of ~~March 13,~~June 30, 2017, as follows: Mr. Minichiello: ~~196,666 shares and~~54,791 shares; Mr. ~~Good 73,333~~Moran 18,958 shares; and all current directors and executive officers as a group: ~~277,499~~74,999 shares.


(3)	Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class ~~B Common Stock have four votes per share and holders of Class~~ A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.


(4)	Percentage of beneficial ownership and voting power is based on ~~48,059,230~~11,950,058 shares of Class A Common Stock and ~~13,937,151~~3,484,287 shares of Class B Common Stock outstanding as of ~~March 13,~~June 30, 2017.


(5)	Includes ~~985,639~~246,409 shares held in trust for the benefit of Mr. Penny’s children for which Mr. Foskett is trustee and has sole voting and dispositive power. Mr. Foskett disclaims beneficial ownership of these shares.


(7)	~~20,000~~5,000 shares are held by IRA.


(1)	In its capacity as an investment manager, the beneficial owner may be deemed to beneficially own the shares of Class A Common Stock listed in the table. The shares listed in the table are held by the beneficial owner for its own account or for the account of its clients.


(2)	All other compensation consists of Company 401(k) match, severance, and post-termination health insurance.


(3)	The salary reduction in 2017 was part of the Company's Temporary Salary Adjustment initiative in the fiscal year 2017 fourth quarter.


(4)	Represents Mr. Brannock’s salary ($340,000 per annum) from his hire date of October 17, 2016, through March 31, 2017.


(5)	Represents Mr. Gruenwald's salary ($450,000 per annum) from April 1, 2016 through September 26, 2016, his separation date.



Name	Year	Company 401(k) contributions ($)	Severance ($) ⁽¹⁾	Total ($)
Kirk R. Brannock	2017	500	—	500
J. Thomas Gruenwald	2017	2,898	115,416	118,314
	2016	4,698	—	4,698
Thomas P. Minichiello	2017	3,915	—	3,915
	2016	5,069	—	5,069
Michael T. Moran	2017	2,331	—	2,331


(1)	The market value is calculated by multiplying the number of shares that have not vested by $2.80, the closing price of the Class A Common Stock as of March 31, 2017, adjusted for the June 7, 2017 reverse stock split.


(2)	Non-qualified stock option award vests in equal annual installments of 25% per year commencing on July 17, 2014.


(6)	Consists of earned, but unvested PSUs granted, in fiscal year 2014 pursuant to the 2004 Stock Incentive Plan. The number of PSUs earned based on fiscal year 2014 performance was 93.7% of target. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.


(9)	Restricted stock award unit vests in equal annual installments of 25% per year commencing on April 1, 2015.


(10)	Restricted stock unit award vests in equal annual installments of 25% per year commencing on July 17, 2014.


(11)	Restricted stock unit award vests in equal annual installments of 25% per year commencing on May 1, 2016.


(12)	Restricted stock unit award vests in equal annual installments of 33% per year commencing on April 1, 2017.


(13)	Non-qualified stock option award vests in equal annual installments of 25% per year commencing on April 20, 2016.


(14)	Non-qualified stock option award vests in equal annual installments of 33% per year commencing on September 18, 2016.


(15)	Non-qualified stock option award vests in equal annual installments of 33% per year commencing on October 23, 2016.


(16)	Restricted stock unit award vests in equal annual installments of 33% per year commencing on September 18, 2016.


(17)	Restricted stock unit award vests in equal annual installments of 33% per year commencing on October 23, 2016.


⁽²⁾	The values reflect the aggregate grant date fair value as determined under ASC 718. Assumptions used in the calculation of these amounts are included in footnote 8 to the Company’s audited financial statements for fiscal year 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 26, 2017.


⁽³⁾	The equity portion of the annual grant to directors vests annually on the date of grant over a one-year period.