Willdan Group Inc.

06/13/2025 | Press release | Distributed by Public on 06/13/2025 14:58

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02.

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

(e)Compensatory Arrangements of Certain Officers.

On April 14, 2025, the Board of Directors (the "Board") of Willdan Group, Inc. (the "Company") approved amending and restating the Willdan Group, Inc. 2008 Performance Incentive Plan (the "2008 Plan"), subject to stockholder approval of the amendments to the 2008 Plan. As disclosed in Item 5.07 of this Form 8-K, the Company's stockholders have approved the amendments to the 2008 Plan.

Among other things, the amendments to the 2008 Plan (i) increase the number of shares of the Company's common stock (the "Common Stock") available for award grants under the 2008 Plan by 150,000 shares, so that the new aggregate share limit for the 2008 Plan is 5,719,167 shares of Common Stock; (ii) increase the limit on the number of shares of Common Stock that may be delivered pursuant to "incentive stock options" under the 2008 Plan by 150,000 shares, so that the new aggregate limit for the 2008 Plan is 5,950,000 incentive stock options; and (iii) extend the term of the 2008 Plan to April 13, 2035.

The foregoing summary of the amendments to the 2008 Plan is qualified in its entirety by reference to the text of the 2008 Plan, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on June 12, 2025. At the Annual Meeting, five proposals, which are described in detail in the Company's definitive proxy statement, dated April 18, 2025 for the Annual Meeting (the "Proxy Statement"), were submitted to a vote of the stockholders. At the Annual Meeting, stockholders (i) elected the seven director nominees named in the Proxy Statement; (ii) ratified the appointment of Crowe LLP ("Crowe") as the Company's independent registered public accounting firm for fiscal year 2025; (iii) approved, on a non-binding advisory basis, the Company's named executive officer compensation; (iv) approved, on a non-binding advisory basis, a one-year frequency for future advisory votes on the Company's named executive officer compensation; and (v) approved the amendment to the 2008 Plan described above. Based on the results of the advisory vote on the frequency of future advisory votes on executive officer compensation, the Board determined that the Company will hold an advisory vote on executive officer compensation every one year until the next required advisory vote on the frequency of such votes.

The total number of shares entitled to vote and represented by presence or by proxy was equal to 83.06% of the Company's total shares issued and outstanding as of the April 15, 2025 record date, thereby constituting a quorum for the purpose of the Annual Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.

The results of the vote for each proposal are as follows:

Proposal 1

Each individual listed below was elected to serve on the Board until the 2026 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

For

Withheld

Broker Non-Vote

Thomas D. Brisbin

9,293,250

138,398

2,609,876

Michael A. Bieber

9,342,261

89,387

2,609,876

Steven A. Cohen

8,416,894

1,014,754

2,609,876

Cynthia A. Downes

9,277,440

154,208

2,609,876

Dennis V. McGinn

9,030,555

401,093

2,609,876

Wanda K. Reder

9,028,375

403,273

2,609,876

Mohammad Shahidehpour

8,535,774

895,874

2,609,876

i

Proposal 2

Ratification of the Board's appointment of Crowe as the Company's independent registered public accounting firm for fiscal year 2025.

For

Against

Abstain

12,017,632

9,184

14,708

Proposal 3

Approval, on a non-binding advisory basis, of the Company's named executive officer compensation.

For

Against

Abstain

Broker Non-Vote

8,555,301

860,644

15,703

2,609,876

Proposal 4

Approval, on a non-binding advisory basis, of the frequency of future advisory votes on Company's named executive officer compensation.

One Year

Two Years

Three Years

Abstain

Broker Non-Vote

8,931,999

8,491

477,629

13,529

2,609,876

Proposal 5

Approval of the amendment to the 2008 Plan.

For

Against

Abstain

Broker Non-Vote

8,957,855

443,712

30,081

2,609,876

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