UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 14, 2018

RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)

 
Nevada
(State or Other
Jurisdiction of
Incorporation)
 
1-10245
(Commission File
Number)
 
95-1480559
(I.R.S. Employer
Identification No.)

2500 McClellan Avenue, Suite 350
   
Pennsauken, NJ
 
08109-4613
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: ( 856) 356-4500

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):
   
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]
Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 14, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of RCM Technologies, Inc. (the “Company”) approved a grant to Bradley S. Vizi, the Company’s Executive Chairman and President, of twenty thousand (20,000) restricted stock units (“RSUs”), to vest in one installment on January 2, 2020 so long as Mr. Vizi remains continuously employed by the Company through such date.  The grant was made under the Company' s 2014 Omnibus Equity Compensation Plan, as amended and restated.

As disclosed in Item 5.07 below, the shareholders of the Company approved an amendment to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan (the “ESPP”) at the Company’s 2018 annual meeting of stockholders (the “Annual Meeting”) held on December 14, 2018.

On October 19, 2018, the Board adopted, subject to stockholder approval at the Annual Meeting, an amendment to the ESPP to increase by 300,000 shares the total number of shares of Common Stock authorized for purchase under the ESPP from 1,100,000 shares to 1,400,000.

The above description of the amendment to the ESPP is a summary and is qualified in its entirety by reference to the full text of such amendment, attached hereto as Exhibit 10.1.

Item 5.07           S ubmission of Matters to a Vote of Security Holders

On December 14, 2018, the Company held the Annual Meeting.  At the Annual Meeting, the Company’s stockholders (i) elected five (5) persons to the Board of Directors (the “Board”); (ii) approved an amendment to the Company’s 2001 Employee Stock Purchase Plan; (iii) ratified the selection by the Board’s Audit Committee of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2018; and (iv) voted on an advisory basis to approve the compensation of the Company’s named executive officers for 2017.  The results of these votes, as certified by the independent inspector of elections for the Annual Meeting, are set forth below.

Proposal 1.  Election of five (5) persons to serve as directors of the Company, each to serve until the Company’s next annual meeting or until their successors have been duly elected and qualified.

 
Nominee
 
 
Votes For
 
Votes
Against
 
 
Abstentions
 
Broker
Non-Votes
                 
Roger H. Ballou  
 
8,620,097
 
369,556
 
27,520
 
3,422,490
Rick Genovese.  
 
8,607,921
 
350,843
 
58,409
 
3,422,490
Leon Kopyt  
 
8,459,085
 
500,069
 
58,019
 
3,422,490
S. Gary Snodgrass  
 
8,605,673
 
353,480
 
58,019
 
3,422,491
Bradley S. Vizi  
 
8,618,403
 
371,290
 
27,480
 
3,422,490

Proposal 2.  Approval of an amendment to the Company's 2001 Employee Stock Purchase Plan.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
8,740,546
 
252,835
 
23,791
 
3,422,491

1



Proposal 3.  Ratification of the selection by the Board’s Audit Committee of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2018.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
12,108,740
 
296,108
 
34,815
 
0

Proposal 4.  Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2017.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
8,748,602
 
222,061
 
46,508
 
3,422,492

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits .

Exhibit Number
Exhibit
Amendment to 2001 Employee Stock Purchase Plan
   


2




SIGNATURES

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


RCM TECHNOLOGIES, INC.



By:
/s/ Kevin D. Miller
 
Kevin D. Miller
 
Chief Financial Officer, Treasurer and
Secretary


Dated: December 18, 2018
3



AMENDMENT 2018-4

TO THE

RCM TECHNOLOGIES, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS , RCM Technologies, Inc. (the “ Company ”) maintains the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan (the “ Plan ”) for the benefit of its and its subsidiaries eligible employees;

WHEREAS , the Company desires to amend the Plan, subject to approval of the Company’s stockholders at its 2018 Annual Meeting, to increase the total number of shares of common stock of the Company reserved for issuance and transfer under the Plan by an additional 300,000 shares, so that a total of 1,400,000 shares of common stock of the Company are reserved for issuance and transfer under the Plan; and

WHEREAS , pursuant to Section 5.06 of the Plan, the Board of Directors of the Company (the “ Board ”) may, at any time and from time to time, amend the Plan in any respect, subject to stockholder approval if required under section 423 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in accordance with the foregoing, effective upon approval by the Company’s stockholders, the Plan is hereby amended as follows:

1.   Section 3.01 of the Plan is hereby amended in its entirety to read as follows:

“Sec. 3.01 Reservation of Shares .  Subject to adjustment in accordance with Section 4.02, there shall be 500,000 shares of Stock reserved for issuance or transfer under the Plan; provided , that, effective July 1, 2009, the aggregate number of shares of Stock reserved for issuance or transfer under the Plan shall be increased by 300,000 shares so that the total number of shares of Stock reserved for issuance or transfer under the Plan shall be 800,000 shares; and provided further , that, effective December 3, 2015, the aggregate number of shares of Stock reserved for issuance or transfer under the Plan shall be increased by an additional 300,000 shares so that the total number of shares of Stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares; and provided further , that, effective December 14, 2018, the aggregate number of shares of Stock reserved for issuance or transfer under the Plan shall be increased by an additional 300,000 shares so that the total number of shares of Stock reserved for issuance or transfer under the Plan shall be 1,400,000 shares.  Except as provided in Section 4.02, the aggregate number of shares of Stock that may be purchased under the Plan shall not exceed the number of shares of Stock reserved under the Plan.”
2.   As thus amended, the Plan, including Amendment 2009-1, Amendment 2009-2, Amendment 2015-3 and this Amendment 2018-4 thereto hereby constitute the Plan.
IN WITNESS WHEREOF , to record the adoption of this Amendment 2018-4 to the Plan, the Board has caused the execution of this instrument on this 14th day of December, 2018.

RCM TECHNOLOGIES, INC.



By:
/s/ Kevin D. Miller
 
Kevin D. Miller
 
Chief Financial Officer, Treasurer and
Secretary