UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ January 2931, ~~2011~~ 2012

WEGENER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-11003	81-0371341
(State or other jurisdiction of incorporation)	(Commission ~~file~~File ~~number~~Number)	(I.R.S. Employer Identification No.)

11350 Technology Circle, Johns Creek, Georgia 30097

(Address of principal executive offices, including zip code)

(770) 623-0096

(Registrant’'s telephone number, including area code)

~~N/A~~Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.~~01 Other~~07 ~~Events~~Submission of Matters to a Vote of Security Holders.

~~Seventeenth~~The ~~Amendment~~annual tomeeting ~~revolving~~of ~~line~~stockholders of ~~credit~~Wegener Corporation, a Delaware corporation (the “Company”), was held on January 31, 2012. Matters voted upon and the ~~term~~final ~~loan~~voting ~~facility~~results were as follows:

~~On October 8, 2009, Wegener Communications, Inc., a Georgia corporation~~ (~~the “Company”~~1.), ~~and~~ The ~~David~~shareholders E.approved ~~Chymiak Trust Dated December 15, 1999 (~~the ~~“Trust”) entered~~election into a Twelfth Amendment (the “Twelfth Amendment”), to a certain Loan and Security Agreement dated June 5, 1996 (the "Security Agreement"). Among other things, the Twelfth Amendment added certain substantive changes to the Security Agreement including, but not limited to, a requirement that the Company be in compliance with a solvency representation provision on the last day of ~~our fiscal 2010 third quarter ended May 28, 2010. On June 11, 2010,~~ the ~~Company~~following ~~and~~class ~~the~~II ~~Trust~~director ~~entered~~nominees ~~into a Thirteenth Amendment~~ to the ~~Security~~Board ~~Agreement which changed the date~~ of ~~compliance~~Directors ~~for the solvency representation~~ to ~~the~~hold ~~last~~office ~~day~~until ~~of our fiscal 2010 fourth quarter ending on September 3, 2010. On November 8, 2010,~~ the ~~Company~~2015 ~~and~~annual ~~the~~meeting ~~Trust entered into a Fifteenth Amendment to the Security Agreement which extended the date~~ of ~~compliance~~stockholders ~~for~~or ~~the~~until ~~solvency~~their ~~representation~~successors ~~from~~shall ~~the~~have ~~last~~been ~~day~~elected ~~of our fiscal 2010 fourth quarter, to the last day of our fiscal 2011 second quarter ending on March 4, 2011. On April 13, 2011, the Company~~ and ~~the~~qualified ~~Trust~~with ~~entered into a Sixteenth Amendment to~~ the ~~Security~~voting ~~Agreement~~as ~~which extended the date of compliance for the solvency representation from the last day of our fiscal 2011 second quarter, to the last day of our fiscal 2011 third quarter ending on June 3, 2011.~~follows:

On June 29, 2011, the Company and the Trust entered into a Seventeenth Amendment to the Security Agreement which deleted the solvency representation provision in its entirety from the Security Agreement.

Nominee	For	Withheld	Broker non-votes
Jeffrey J. Haas	6,117,921	313,349	5,862,845
Robert A. Placek	5,511,529	919,741	5,862,845

~~Item 9~~(2.01) ~~Financial~~An ~~Statements~~amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s capital stock from 30,250,000 shares to 100,250,000 shares and ~~Exhibits~~to increase the number of shares designated as common stock from 30,000,000 shares to 100,000,000 shares was approved with the voting as follows:

For	Against	Abstain
9,156,553	3,118,643	18,919

4(3.1) ~~Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011, by and between Wegener Communications, Inc. and~~ The ~~David~~advisory E.resolution ~~Chymiak~~on ~~Trust~~executive ~~Dated~~compensation ~~December~~was ~~15,~~approved ~~1999,~~with ~~as assignee of~~ the ~~Bank~~voting ofas ~~America, N.A., successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 Loan and Security Agreement.~~follows:

99.1 Press release dated June 29, 2011.

For	Against	Abstain	Broker non-votes
5,515,790	889,424	26,056	5,862,845

~~SIGNATURES~~(4.) The appointment of Habif, Arogeti & Wynne, LLP to serve as the Company’s independent registered public accounting firm for fiscal 2012 was ratified with the voting as follows:

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

For	Against	Abstain
11,236,686	1,056,909	520

	Wegener Corporation
Date: June 29, 2011	By:	/s/ C. Troy Woodbury, Jr.
		C. Troy Woodbury, Jr.
		Chief Executive Officer

SIGNATURES

~~Exhibit~~Pursuant ~~Index~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number

		WEGENER CORPORATION

Date: January 31, 2012		/s/ C. Troy Woodbury, Jr.
		C. Troy Woodbury, Jr.
		President and Chief Executive Officer
		(Principal Executive Officer)

4.1 Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A., successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 Loan and Security Agreement.

99.1 Press release dated June 29, 2011.

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