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 17, 2023, 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 2008 Plan reflects amendments to (i) increase the number of shares of the Company’s common stock (the “Common Stock”) available for award grants under the 2008 Plan by 750,000 shares, so that the new aggregate share limit for the 2008 Plan is 4,894,167 shares of Common Stock (plus shares of Common Stock subject to options granted under the Company’s 2006 Stock Incentive Plan which expire or are cancelled or terminated); (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 750,000 shares, so that the new aggregate limit for the 2008 Plan is 5,125,000 incentive stock options; and (iii) extend the term of the 2008 Plan to April 16, 2033.
Also on April 17, 2023, the Board approved amending and restating the Willdan Group, Inc. 2006 Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approval of the amendments to the ESPP. As disclosed in Item 5.07 of this Form 8-K, the Company’s stockholders have approved the amendments to the ESPP.
Among other things, the ESPP reflects an amendment to increase the number of shares of Common Stock authorized for issuance under the ESPP by 800,000 shares, so that the new aggregate share limit for the ESPP is 1,925,000 shares of Common Stock.
The foregoing summary of the amendments to each of the 2008 Plan and the ESPP is qualified in its entirety by reference to the text of the 2008 Plan and the ESPP, as applicable, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, 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 8, 2023. At the Annual Meeting, five proposals, which are described in detail in the Company’s definitive proxy statement, dated April 21, 2023 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 2023; (iii) did not approve the Company’s named executive officer compensation, on a non-binding advisory basis; (iv) approved the amendment to the 2008 Plan described above; and (v) approved the amendment to the ESPP described above.
The total number of shares entitled to vote and represented by presence or by proxy was equal to 90.72% of the Company’s total shares issued and outstanding as of the April 18, 2023 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.