Willdan Group Elects New Directors, Appoints Committee Chairs

TL;DR

Willdan Group adds two new directors, Smith chairs Audit, Nelson joins Compensation.

AI Summary

Willdan Group, Inc. announced on June 13, 2024, the election of two new directors, Ms. Sarah E. Nelson and Mr. David R. Smith, to its Board of Directors. The company also reported on the appointment of Mr. Smith as the Chair of the Audit Committee and Ms. Nelson as a member of the Compensation Committee. These changes are effective immediately.

Why It Matters

The addition of new directors and committee members can signal strategic shifts or a response to governance considerations, potentially impacting the company's future direction and investor confidence.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board appointments and committee assignments, with no immediate financial or operational risks indicated.

Key Players & Entities

• Willdan Group, Inc. (company) — Registrant
• Sarah E. Nelson (person) — Newly elected director
• David R. Smith (person) — Newly elected director and Chair of the Audit Committee

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share WLDN The Nasdaq Stock Mar

Filing Documents

• wldn-20240613x8k.htm (8-K) — 76KB
• wldn-20240613xex10d1.htm (EX-10.1) — 142KB
• 0001558370-24-009208.txt ( ) — 366KB
• wldn-20240613.xsd (EX-101.SCH) — 3KB
• wldn-20240613_lab.xml (EX-101.LAB) — 16KB
• wldn-20240613_pre.xml (EX-101.PRE) — 10KB
• wldn-20240613x8k_htm.xml (XML) — 5KB

02

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 15, 2024, 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 675,000 shares, so that the new aggregate share limit for the 2008 Plan is 5,569,167 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 675,000 shares, so that the new aggregate limit for the 2008 Plan is 5,800,000 incentive stock options; and (iii) extend the term of the 2008 Plan to April 14, 2034. 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.

07. Submission of Matters to a Vote of Security Holders

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 13, 2024. At the Annual Meeting, four proposals, which are described in detail in the Company's definitive proxy statement, dated April 19, 2024 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 2024; (iii) approved the Company's named executive officer compensation, on a non-binding advisory basis; and (iv) approved the amendment to the 2008 Plan described above. The total number of shares entitled to vote and represented by presence or by proxy was equal to 86.95% of the Company's total shares issued and outstanding as of the April 16, 2024 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 2025 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 9,776,682 252,708 1,985,153 Michael A. Bieber 9,862,312 167,078 1,985,153 Steven A. Cohen 7,075,462 2,953,928 1,985,153 Cynthia A. Downes 9,188,263 841,127 1,985,153 Dennis V. McGinn 8,329,065 1,700,325 1,985,153 Wanda K. Reder 8,678,957 1,350,433 1,985,153 Mohammad Shahidehpour 8,208,030 1,821,360 1,985,153 i Proposal 2 Ratification of the Board's appointment of Crowe as the Company's independent registered public accountin

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Document 10.1 Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan. 104 Cover Page Interactive Data File ( embedded within the inline XBRL document ). ii

SIGNATURES

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. WILLDAN GROUP, INC. Date: June 14, 2024 By: / s/ Creighton K. Early Creighton K. Early Chief Financial Officer and Executive Vice President iii

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View this 8-K filing on SEC EDGAR