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 15, 2022
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock, par value $0.05 per share |
RCMT |
The NASDAQ Stock Market LLC |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 15, 2022, as disclosed in Item 5.07 below, the shareholders of RCM Technologies, Inc. (the “Company”) approved amendments to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan (the “Plan”) at the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) held on December 15, 2022.
On October 26, 2022, the Company’s Board of Directors (the “Board”) adopted, subject to stockholder approval at the Annual Meeting, amendments to the Plan to (i) increase by 1,000,000 shares of the common stock of the Company, $0.05 par value (the “Common Stock”) available for grant under the Plan.
The above description of the amendment to the Plan is a summary and is qualified in its entirety by reference to the full text of the amendment, incorporated by reference herein as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
Also on December 15, 2022, the Company held the Annual Meeting, at which the Company’s stockholders (i) elected five (5) persons to the Board; (ii) approved amendments to the Plan; (iii) ratified the selection by the Board’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and (iv) voted on an advisory basis to approve the compensation of the Company’s named executive officers for 2021. 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 |
||||
Bradley S. Vizi................................... |
5,795,098 |
229,040 |
4,157 |
2,313,046 |
||||
Chigozie Amadi.................................. |
5,650,170 |
374,167 |
3,958 |
2,313,046 |
||||
Richard A. Genovese......................... |
5,975,942 |
48,194 |
4,159 |
2,313,046 |
||||
Swarna Srinivas Kakodkar............... |
5,637,819 |
386,030 |
4,447 |
2,313,045 |
||||
Jayanth Komarneni............................ |
5,274,418 |
673,917 |
79,961 |
2,313,045 |
Proposal 2. Approval of amendments to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
5,817,863 |
197,408 |
13,024 |
2,313,046 |
Proposal 3. Ratification of the selection by the Board’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
8,251,406 |
82,037 |
7,897 |
0 |
Proposal 4. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2021.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
5,668,371 |
347,077 |
12,848 |
2,313,045 |
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
Exhibit Number |
|
Amendment 2022-1 to RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan. |
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
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 16, 2022
Exhibit 99.1
AMENDMENT 2022-1
TO THE
RCM TECHNOLOGIES, INC.
AMENDED AND RESTATED 2014 OMNIBUS EQUITY COMPENSATION PLAN
WHEREAS, RCM Technologies, Inc. (the “Company”) maintains the RCM Technologies, Inc. Amended and Restated 2014 Omnibus Equity Compensation Plan (the “Plan”) for the benefit of its and its subsidiaries eligible employees, directors and consultants;
WHEREAS, the Company desires to amend the Plan (this “Amendment 2022-1”) to reflect an increase in the number of shares available for grant under the Plan; and
WHEREAS, pursuant to Section 19(a) of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time, subject to the approval of the Company’s stockholders if (as is the case with this Amendment 2022-1) such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements.
NOW, THEREFORE, in accordance with the foregoing, effective upon approval by the Board and of the Company’s stockholders, the Plan is hereby amended as follows:
1. Section 5(a) of the Plan is hereby amended in its entirety to read as follows:
“(a) Shares Authorized. Subject to adjustment as described in Section 5(d) below, the aggregate number of shares of Stock that may be granted or transferred under the Plan is the sum of (i) 2,975,000 shares (which includes the 500,000 shares approved in connection with the amendment and restatement of the Plan effective December 1, 2016 and the 850,000 shares approved in connection with the amendment of the Plan effective upon the approval of the Company’s stockholders on or about December 17, 2020 and the 1,000,000 shares approved in connection with the amendment of the Plan effective upon the approval of the Company’s stockholders on or about December 15, 2022), (ii) the number of shares subject to outstanding options granted under the Plan and outstanding on October 26, 2022, to the extent that such options terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, and (iii) the number of shares subject to stock units granted under the Plan and outstanding on October 26, 2022, to the extent such stock units are forfeited, terminated or otherwise not paid in full (the “Plan Limit”); provided, however, that the Plan Limit shall not include (x) for purposes of clause (ii), shares subject to such outstanding options to the extent that such shares are withheld or surrendered for payment of taxes or the exercise price of any such outstanding option and (y) for purposes of clause (iii), shares subject to such outstanding stock units to the extent that such shares are withheld or surrendered for payment of taxes. The shares may be authorized, but unissued, shares of Stock or reacquired shares of Stock, including shares purchased by RCM on the open market for purposes of the Plan.”
2. Except as specifically amended by this Amendment 2022-1, no other revisions are made to the Plan as in effect on October 26, 2022. As thus amended, the Plan, including this Amendment 2022-1 thereto, hereby constitute the Plan.
IN WITNESS WHEREOF, to record the adoption of this Amendment 2022-1 to the Plan, the Board has caused the execution of this instrument on this 26th day of October, 2022.
RCM TECHNOLOGIES, INC.
By: |
/s/ Kevin D. Miller |
Kevin D. Miller |
|
Chief Financial Officer, Treasurer and Secretary |