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TRANSCAT, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 201711, 2019

The annual meeting of shareholders ofTranscat, Inc.will be held at The Country Club of Rochester, located at 2935 East Avenue, Rochester, New York 14610, on Wednesday, September 13, 201711, 2019 at 12:00 pm Eastern Timep.m. (Eastern Time).The annual meeting will be conducted as a virtual meeting of shareholders by means of a live webcast.We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location. You will be able to attend the annual meeting, vote your shares via the internet and submit your questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/TRNS2019.There will not be a physical meeting location and you will not be able to attend the annual meeting in person.

The annual meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on July 19, 201717, 2019 as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting and at any adjournment of the annual meeting.

We are following the Securities and Exchange Commission’s “e-proxy” rules that allow publiccompanies to furnish proxy materials to shareholders over the internet. The “e-proxy” rules remove therequirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a Notice of Internet Availability of ProxyMaterials (the “Notice of Internet Availability”) and to provide online access tothe documents. The Notice of Internet Availability provides instructions on how to view our proxy materials for the annualmeeting on the internet and vote, and request a printed copy of the proxy materials. These “e-proxy” rulesallow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our annual meeting.

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By Order of the Board of Directors
Lee D. Rudow
President and Chief Executive Officer

Rochester, New York
July 27, 201725, 2019

Your Vote is Important.Whether or not you expect to participate in the annual meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone, or, if you received paper copies of the proxy materials by mail, by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you attend the virtual meeting. If you own your shares through a broker we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker may not vote your shares on the proposal to elect three directors, fix the three director nominees or onboard size at ten, the advisory vote on executive compensation or the advisory vote on the frequency of the vote on executive compensation.

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TRANSCAT, INC.

TRANSCAT, INC.
PROXY STATEMENT

The board of directors of Transcat, Inc., an Ohio corporation, is solicitingproviding these proxy materials in connection with the enclosed proxysolicitation by our board of directors of proxies for use at the annual meeting of shareholders to be held on Wednesday, September 13, 201711, 2019 at 12:00 pm Eastern Time,p.m. (Eastern Time), or at any adjournment of the meeting, for the purposes set forth in this proxy statementstatement. The proxy materials are being made available to you on the internet, or by printed versions if requested and in the accompanying notice of annual meeting of shareholders.delivered to you by mail.

Location of Annual Meeting

The annual meeting will be held at The Country Clubconducted as a virtual meeting of Rochester, located at 2935 East Avenue, Rochester, New York 14610. Ourshareholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location. By visiting www.virtualshareholdermeeting.com/TRNS2019, you will be able to attend the annual meeting, vote your shares, and submit your questions during the meeting via the internet. There will not be a physical meeting location and you will not be able to attend in person. We invite you to attend the annual meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote by internet, by telephone, number is (585) 352-7777.or, if you requested and received paper copies of the proxy materials by mail, you may also vote by completing and mailing your proxy card.

Mail DateProxy Materials

These proxy materials include:

If you request and receive printed versions of the proxy materials by mail, these proxy materials also include a proxy card.

Notice and Access of Proxy Materials

We are firstfollowing the Securities and Exchange Commission’s “e-proxy” rules that allow publiccompanies to furnish proxy materials to shareholders over the internet. The “e-proxy” rules remove therequirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a Notice of Internet Availability of ProxyMaterials (the “Notice of Internet Availability”) and to provide online access to the documents.Accordingly, we mailed the Notice of Internet Availability to our shareholders of record on or about July 25, 2019.

The Notice of Internet Availability provides instructions on how to:

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing thesedocuments to you and will reduce the environmental impact of printed materials.

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Viewing Proxy Materials on the Internet

We are making this proxy solicitation materialsstatement and voting instructions available to shareholders on or about July 27, 2017.25, 2019 at www.proxyvote.com. We are also making our 2019 Annual Report to Shareholders available at the same time and by the same method. The 2019 Annual Report to Shareholders is not a part of the proxy solicitation materials and is not incorporated herein by reference. Our Annual Report on Form 10-K for fiscal 2019, as filed with the Securities and Exchange Commission, is included in the 2019 Annual Report to Shareholders and includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

How to Receive a Printed Copy of the Proxy Materials

Shareholder of Record. You may request a printed copy of the proxy materials by any of the following methods:

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, bank or nominee.

Record Date and Shares Outstanding

Each holder of shares of our common stock at the close of business on July 19, 2017,17, 2019, the record date for the annual meeting, is entitled to notice of and to vote at the annual meeting. We have one class of shares outstanding, designated common stock, $0.50 par value per share. As of the record date, there were 7,128,2947,304,847 shares of our common stock issued and outstanding.

Quorum

A quorum is required for shareholders to conduct business at the annual meeting. According to our codeCode of regulations,Regulations, as amended, the holders of a majority of the issued and outstanding shares of our common stock present in person or by proxy at the meeting will constitute a quorum.

Vote Required

The table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum, in person or by proxy, at the annual meeting.

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Recommendations of our Board of Directors

Our board of directors recommends that shareholders vote their shares:

The Virtual Meeting

We will be hosting the annual meeting only by means of a live webcast. There will not be a physical meeting location and you will not be able to attend the meeting in person. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. By going to www.virtualshareholdermeeting.com/TRNS2019, you will be able to listen to the annual meeting, submit questions and vote. If you wish to listen to the annual meeting, but do not wish to submit questions or vote during the annual meeting, you may go to www.virtualshareholdermeeting.com/TRNS2019 and log in as a guest.

The annual meeting webcast will start at 12:00 p.m. (Eastern Time) on Wednesday, September 11, 2019. We encourage you to access the meeting website prior to the start time to allow time for check in. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call (585) 360-0860 for our technical support.

You do not need to register to attend the annual meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested and received a printed copy of the proxy materials) to access the annual meeting.

Procedures for Asking Questions at the Annual Meeting

If you wish to submit a question the day of the annual meeting you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/TRNS2019, type your question into the “Ask a Question” field, and click “Submit.”

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Questions pertinent to meeting matters will be answered during the annual meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to annual meeting matters and therefore will not be answered.

Procedures for Voting at the Annual Meeting

The procedures for voting are set forth below:

Shareholder of Record: Shares Registered in Your Name.If, on July 17, 2019, your shares of our common stock were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. If you are a shareholder of record, there are four ways to vote:

Whether or not you plan to attend the meeting, we urge you to vote to ensure your vote is counted. You may still attend the meeting and vote your shares if you have already voted by proxy. Only the latest vote you submit will be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank.If, on July 17, 2019, your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by that organization along with a voting instruction card. As a beneficial owner, you must vote your shares in the manner prescribed by your broker, bank or nominee (“broker”). Your broker has enclosed or otherwise provided a voting instruction card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see if it offers internet or telephone voting.

Instead of directing your broker how to vote your shares, you may elect to attend the annual meeting and vote your shares during the meeting. Instructions on how to vote during the annual meeting webcast are posted at www.virtualshareholdermeeting.com/TRNS2019. Votes submitted during the annual meeting must be received no later than the closing of the polls at the annual meeting.

Votes

Each shareholder is entitled to one vote for each share of common stock held as of July 17, 2019, the record date. Mostdate for the meeting.You may either vote “FOR” or “WITHHOLD” authority to vote for our nominees for the board of directors in Proposal 1. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2 (to fix the number of directors at ten), Proposal 3 (advisory vote to approve the compensation of our shareholders hold their shares through a brokernamed executive officers), and Proposal 5 (to ratify the selection of our independent registered public accounting firm). You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or other financial institution rather than directly“ABSTAIN” on Proposal4 (advisory vote to determine the frequency of future advisory votes on the compensation of our named executive officers).

Voting in their own name.the Event No Specific Instructions are Given

Shareholder of Record. If your shares are registered in your name with our transfer agent, you are considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As a shareholder of record and you may(i) indicatewhen voting on the internet or by telephone that you wish to vote as recommended by our board, or (ii) sign and return a proxy card without giving specific voting instructions, then the named proxies will vote your shares either by signing, dating, and returning your proxy or by attending the annual meeting and voting in person. If your shares are held through a broker or other financial institution, you are considered the beneficial owner of shares held in street name, and your broker or other financial institution is making these proxy materials available to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the annual meeting and vote in person.

If we receive a properly executed and dated proxy in time to be voted at the annual meeting, the shares represented by the proxy will be voted in accordance with the instructions given in the proxy. Amanner recommended by our board (i.e., FOR each of the director nominees named in Proposal 1 and FOR Proposals 2, 3 and 5, and for ONE YEAR in Proposal 4) and in their discretion with respect to any other matters properly executed proxy without specific voting instructions marked on it will be voted:

The named proxies may alsopresented for a vote a properly executed proxy without voting instructions marked on it for such other business as may properly come beforeat the annual meeting or at any adjournment or postponement of the meeting.

Beneficial owners will receive voting instructions from their broker or other financial institution. Please note, however, that if your shares are held by a broker or other financial institution and you wish to vote in person at the annual meeting, you must bring to the annual meeting a legal proxy from the broker or other financial institution that gives you the right to vote your shares in person.

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Effect of Not Casting Your Vote and Broker Non-VotesBeneficial Owner

. If you hold your shares in street name and you do not provide your broker with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares in person at the annual meeting, your broker is not permitted to, and will not, vote your shares on your behalf, and your shares will not be voted or counted on the proposalwith respect to elect directorsProposals 1, 2, 3 and the advisory vote on executive compensation, both of4, which are non-routine proposals. Your broker has discretionary authority to vote your uninstructed shares with respect to ratify the selection of our independent registered public accounting firm,Proposal 5, which is a routine proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”

We count shares subject to broker non-votes for the purpose of determining the presence of a quorum but do not count them for the purpose of the number of shares voting in the election of directors or the advisory vote on executive compensation. Thus, broker non-votes will have no effect on the outcome of these proposals.

If you are a shareholder of record and you do not cast your vote, in person or by proxy, no votes will be cast on your behalf on any of the items of business at the annual meeting.

Effect of Abstentions

An abstention represents a shareholder’s affirmative choice to decline to vote on a proposal other than the election of directors. Shares that abstain from voting on a proposal are counted for the purpose of determiningofdetermining the presence of a quorum but are not considered votes “duly cast” for a proposal. Thus,proposal.Thus, abstentions will have no effect on the outcome of the vote on the proposals requiring the approval of a plurality or a majority of votes duly cast (Proposals 1, 3, 4 and 5), because abstentions are not counted as votes duly cast. Abstentions will count as votes against Proposal 2 because approval of such proposal requires the affirmative vote of a majority of the shares which are represented at the meeting.

Effect of Not Casting Your Vote and Broker Non-Votes

If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.

If you hold your shares in street name and do not provide voting instructions to your broker, your broker may still be able to vote yourshares with respect to certain “discretionary” (or routine) items but will not be allowed to vote your shares with respect to certain “non-discretionary”(or non-routine) items. In the case of non-discretionary items, for which no instructions are received, the shares will be treated as “broker non-votes.” Shares that constitute broker non-votes will be counted as present at the meeting for the purpose of determining a quorum. A broker will have discretionary authority to vote on Proposal 5 relating to the ratification of the selection of our independent registered public accounting firm but will not have discretionary authority to vote on any other matter. As a result, if you do not vote your street name shares, your broker has the authority to vote on your behalf with respect to Proposal 5 (the ratification of the selection of the independent registered public accounting firm), but not with respect to Proposal 1 (the election of directors), Proposal 2 (to fix the number of directors at ten), Proposal 3 (advisory vote to approve the compensation paid to our named executive officers), and Proposal 4 (advisory vote to determine the frequency of future advisory votes on the compensation of our named executive officers). Broker non-votes will have no effect on the outcome of Proposals 1, 3 and 4, however, broker non-votes will count as a vote against Proposal 2. We encourage you to provide instructions to your broker to vote your shares on Proposals 1, 2, 3 and 4.

Revocability of Proxies

You may change your vote by revokingor revoke your proxy at any time before it is voted at the annual meetingmeeting.

If you are a shareholder of record, you may change your vote or revoke your proxy in any one of threethe following ways:

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If you hold your shares in street name, contact your broker or other organization regarding how to revoke your instructions and change your vote. You may change your vote by submitting a later-dated vote on the internet or by telephone, if offered, or by participating in the annual meeting webcast and by submitting a later vote during the meeting.

Solicitation of Proxies

Our board of directors is soliciting proxies for use at the annual meeting, and we will bear the cost of the proxy solicitation. In addition to solicitation by mail,the posting or mailing of the proxy materials, our directors, officers and employees may solicit proxies personally, by telephone, by email or by other telecommunication.means of communication. We will not compensate any of these persons for soliciting proxies on our behalf. We will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition, we have retained Regan & Associates, Inc., a professional solicitation firm, which will assist us in delivering thesethe proxy materials and soliciting proxies for a fee of approximately $7,000.

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AnnualVoting Results

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a Current Report on Form 8-K to Shareholdersbe filed with the Securities and Exchange Commission within four business days after the annual meeting.

Copy of our Annual Report on Form 10-K

We have enclosed our 2017 annual report to shareholders with this proxy statement. Our annual report on Form 10-K for the fiscal year ended March 25, 2017, as filed with the Securities and Exchange Commission, is included in the 2017 annual report. The 2017 annual report includes our audited consolidated financial statements, along with other information about us, which we encourage you to read.

You can obtain upon request, free of charge, an additionala copy of our Annual Report on Form 10-K for fiscal 2019 by:

You can also obtain a copy of our annual reportAnnual Report on Form 10-K for fiscal 2019 and all other reports and information that we file with, or furnish to, the Securities and Exchange Commission from the SecuritiestheSecurities and Exchange Commission’s EDGAR database at www.sec.gov.atwww.sec.gov.

The information contained on our website is not a part of this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be held on September 13, 2017

As required by rules adopted by the Securities and Exchange Commission, we are making this proxy statement and our 2017 annual report to shareholders available to you online at:

www.edocumentview.com/TRNS

For directions on how to attend the annual meeting and vote in person, see the “Voting” and “Revocability of Proxies” sections above.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Our codeCode of regulationsRegulations currently provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, only a portion of our board of directors is elected each year.

The term of three of our directors, Messrs. Harrison, HaseleyMr. Hadeed, Mr. Moore and Smith, Ms. Panzarella,will expire at this year’s annual meeting.

Based on the recommendation of the corporate governance and nominating committee, we have nominated RichardCharles P. Hadeed, Paul D. Moore and Angela J. Harrison, Gary J. Haseley and John T. Smith,Panzarella, each to serve for a three-year term expiring in 2020.2022. Unless authority to vote for one of the nominees is specifically withheld, proxies will be voted FOR the election of Mr. Hadeed, Mr. Moore and Ms. Panzarella.

The board of directors recommends that you vote FOR the election of each of Messrs. Harrison, HaseleyMr. Hadeed, Mr. Moore and Smith.Ms. Panzarella.

Unless authority to vote for one of the nominees is specifically withheld according to the instructions on your proxy card, proxies will be voted FOR the election of Messrs. Harrison, Haseley and Smith.

We do not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the voting of the proxies, the persons named in the enclosed proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

The Securities and Exchange Commission’s rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our board of directors to conclude that each director or nominee for director should serve on our board of directors. We have provided this discussion in a separate paragraph immediately below the biographical information of each director.

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Nominees Proposed for Election as Directors for a Term Expiring in 20202022

Mr. Hadeed is our chairman of the board. He served as our executive chairman from July 2013 until June 2014, as our chief executive officer from April 2007 to July 2013, and as our president from May 2006 to September 2012. He also served as our chief operating officer from October 2004 to November 2011. Mr. Hadeed joined us in April 2002 as our vice president of finance and chief financial officer, a role he served in until May 2006. Prior to joining us, Mr. Hadeed most recently served as vice president-healthcare ventures group with Henry Schein Inc. Prior to that, he served as group vice president-operations at Del Laboratories Inc. and in various executive positions during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed currently serves on the board of directors of IEC Electronics Corp. (NYSE American: IEC). He also served on the board of directors of several not-for-profit organizations in the greater Rochester, New York area.

Experience and Qualifications

As our former executive chairman, chief executive officer, president, chief operating officer, and vice president of finance and chief financial officer, Mr. Hadeed provides our board with invaluable institutional knowledge of the operations of our company, its markets and its customers. When Mr.Hadeed joined us in April 2002, our company was facing a number of critical challenges. His financial and management skills contributed to the resolution of those challenges, as well as the financial turnaround and growth the Company has experienced during his tenure with us. Mr. Hadeed continues to provide leadership for our sustained growth, profitability and financial stability.

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Mr. Moore retired as senior vice president of M&T Bank Corporation, a bank holding company, in March 2014. Prior to his retirement, Mr. Moore last served as senior credit officer overseeing all corporate lending activity in the Rochester, Buffalo and Binghamton, New York markets. Additionally,Mr. Moore had credit responsibility for M&T’s  automotive dealership customers throughout its MiddleAtlantic markets. During his 35-year career at M&T Bank, Mr. Moore served as the commercial banking manager for the Rochester, New York market and held various commercial loan positions in Buffalo, New York.

Experience and Qualifications

Mr. Moore’s corporate banking career qualifies him to represent the interests of shareholders as amember of our board. Over the course of his career, he extended loans to thousands of companies and was required to assess the management, products, markets and financial performance of these businesses. This process has provided Mr. Moore with a broad perspective of what makes a business successful, an insight that is invaluable to our board, particularly as it relates to strategic planning and growth.

Ms. Panzarella is the chief executive officer of the YWCA of Rochester & Monroe County, a non-profit organization dedicated to eliminating racism and empowering women. She served as the interim chief executive officer of that organization from June 2018, until she was appointed as full-time chief executive officer in December 2018. From July 2017 until June 2018, Ms. Panzarella was a business consultant to the United Way of Greater Rochester, a non-profit organization dedicated to serving the Greater Rochester community. From November 2010 through January 2016, Ms. Panzarella was the President of ACM Medical Laboratory, Inc.(“ACM”), a clinical and global central laboratory that is a subsidiary of Rochester Regional Health System. Prior to joining ACM in 2010, Ms. Panzarella held various legal and executive positions with Bausch & Lomb Incorporated over her twenty-year career with the company, including her most recent role as corporate vice president-global vision care. Prior to joining Bausch & Lomb, she was an associate attorney at the law firm of Harris Beach, specializing in litigation. She is a member of the board of directors of UR Medicine Home Care.

Experience and Qualifications

Ms. Panzarella’s experience as a chief executive officer in a regulated services industry, which issimilar to the industries we serve, positions her to provide valuable insight to our board and management in implementing our calibration services growth strategy.

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Directors Whose Terms Do Not Expire at the 2019 Annual Meeting

Since November 2016, Mr. Harrison has served as Vice Chairmanvice chairman of MDO II (DealerDOCX), a document management company specializing in the retail automotive business. Mr. Harrison served as executive vice president and chief operating officer of Five Star Bank, a commercial bank, and its parent, Financial Institutions, Inc. (NASDAQ: FISI), from August 2012 until his retirement on March 31, 2016. Mr. Harrison previously served as executive vice president and senior retail lending administrator of Five Star Bank from 2009 until 2012. From 2003 until 2009, Mr. Harrison served as senior vice president of Five Star Bank and its predecessor, The National Bank of Geneva. He continues to provide consulting services for Five Star Bank. From January 2001 through January 2003, he served as executive vice president and chief credit officer of the Savings Bank of the Finger Lakes, as well as a director from 1997 through 2000. Prior to that, he held senior executive management positions with United Auto Finance, Inc., American Credit Services, Inc. (a subsidiary of Rochester Community Savings Bank), and Security Trust Company/Security New York State Corporation (now Bank of America). Mr. Harrison also serves and has served on the board of directors or as manager of several privately-held for profit and not-for-profit entities.

Experience and Qualifications

Mr. Harrison’s experience in analyzing complex financial transactions, as well as his skills in credit, financial statement analysis and risk management, qualify him as our audit committee financial expert. Mr.expert.Mr. Harrison’s work with small to medium-size businesses throughout his career in banking and finance has provided him with an understanding of business-to-business marketing and provides our board with an understanding of the financial and business environment in which our company operates. His prior service on a publicly-traded company board also provides our board with valuable insight.

Mr. Haseley served as the senior vice president and general manager of Kaman Automation, Control & Energy, a division of Kaman Corporation, a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market, until his retirement in November 2016. Prior to joining Kaman, from January 2001 to August 2012, Mr. Haseley served as president and chief executive officer of Zeller Corporation, a distributor of electrical and automation components and solutions,andsolutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zeller’s viceZeller’svice president of sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions.positions.Since May 2018, Mr. Haseley also serveshas served on the board of directors of Genesee Regional Bank andJerash Holdings (US), Inc. (NASDAQ: JRSH). Mr. Haseley has also served on the board of several other for profit and not for profitnot-for-profit entities.

Experience and Qualifications

Mr. Haseley brings extensive knowledge in the distribution and services markets to our board. His role as chief executive officer of Zeller Corporation and subsequent operational and sales roles at Kaman provide the board with valuable insights into the leveraging of two market segments similar in synergies to our industry segments.

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Mr. Smith is the chairman and chief executive officer of Solü Technology Partners, a technology staffing and services provider.provider, having been with Solü since January 1995. From 1999 until August 2015, he was chairman and chief executive officer of Brite Computers, Inc., an information technology consulting firm. From 1997 to 1999, he was the president of JTS Chequeout Solutions, Inc. From 1980 to 1997, Mr. Smith was president of JTS Computer Services, Inc. Mr. Smith serves on the board of directors of the Monroe Community College Foundation.

Experience and Qualifications

Mr. Smith brings a unique entrepreneurial creativity to our board. He has founded and developed over ten information technology companies over the past 30 years that range from small, local service companies to national product and service companies to major accounts. In the process, Mr. Smith has gained extensive management, financial, banking,and technical expertise. Mr. Smith’s provocative approachprovocativeapproach to management has aided the board as the companyCompany continues its acquisitive strategy and brings a different yet compelling smaller-business perspective.

Directors Whose Terms Do Not Expire at the 2017 Annual Meeting

Mr. Resnick has served as president of Janal Capital Management LLC, an investment advisory firm, since August 2004 after a 31-year career at Bausch & Lomb Incorporated.Incorporated, an eye health products company. Mr. Resnick served as vice president and treasurer and a member of Bausch & Lomb’s corporateLomb’scorporate strategy board until his retirement in October 2004. He also served as a member of the advisory board of FM Global, a leading property insurance carrier, until his retirement. Mr. Resnick is a member of the board of directors of the Visiting Nurse ServiceUniversity of Rochester and Monroe CountyMedicine - Home Care, an affiliate of the University of Rochester Medical Center, and serves, or has served, on the boards and committees of several other not-for-profit organizations in the greater Rochester, New York area. Mr. Resnick also serves as chairman of the board of ACM Medical Laboratory, a subsidiary of Rochester Regional Health, in Rochester, New York.

Experience and Qualifications

As the former treasurer of Bausch & Lomb for more than 15 years and president of an investment advisory firm, Mr. Resnick brings invaluable knowledge of financial instruments and the financial markets to our board as we continue our effort to increase financial market awareness of our performance and improve our market capitalization. Mr.capitalization.Mr. Resnick’s professional experienceprofessionalexperience as well as his past and present service on the finance, audit and investment committees of a diverse number of boards uniquely positions him to serve on our audit committee.

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Mr. Rudow joined us in November 2011 as our chief operating officer and was appointed president in September 2012. He was appointed chief executive officer, effective July 1, 2013. From 2008 until 2011, Mr. Rudow served as vice president in various capacities for SIMCO Electronics, Inc., an independent provider of global calibration, repair, and software solutions. Prior to that, from 2006 to 2008, he was president and chief executive officer of Davis Calibration, Inc., served as president and chief executive officer of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006, and served as president of Davis Instruments Corp. from 1986 to 1996.

Experience and Qualifications

Mr. Rudow brings more than 2532 years of experience in both of our industry segments. He has a strong understanding of the execution needed for our current business strategy and has served in sales, sales management, and operational positions at Transcat and our competitors. Mr. Rudow has worked at startups, private equity-funded and large industrial companies in our industry space. His skill set is uniquely suited for our organic and acquisitive strategic initiatives. Our customers, recently acquired companies,suppliers, employees and our board recognize his experience as providing a broad set of skills in his roles as our chief executive officer and board member.

Mr. Sassano served as our chairman of the board from October 2003 until April 2007 and from May 2008 until July 2013. From April 2007 to May 2008, he served as our executive chairman of the board. Mr. Sassano became our president and chief executive officer in March 2002 and served in these roles until May 2006 and April 2007, respectively. Prior to joining us, Mr. Sassano served as president and chief operating officer of Bausch & Lomb Incorporated in 1999 and 2000. He also held positions in Bausch & Lomb as president-global vision care (1996-1999), president-contact lens division (1994-1996), group president (1993-1994), and president-Polymer Technology (1983-1992), a subsidiary of Bausch & Lomb. Mr. Sassano has been a partner in CSW Equity Partners, LLC, a small private equity investment company, since 2001. Mr. Sassano also serves as a director of Medifast, Inc. (NYSE: MED) and served as a member of the board of directors of IEC Electronics Corp. (NYSE MKT:American: IEC) from 2006 through August 2012, and as a trustee of Rochester Institute of Technology from 1996 through June 2013. Mr. Sassano serves as chairman of the board of Voiceport LLC and serves on the board of directors of Complemar Partners and One Stream Networks LLC.

Experience and Qualifications

Mr. Sassano’s experience in small-to-medium size divisions within Bausch & Lomb, as well as the processestheprocesses associated with Bausch & Lomb’s overall corporate organization, provided Mr. Sassano withSassanowith the necessary skill set to grow Transcat out of financial turmoil in 2002 and then position it on a pathapath toward growth in the years that followed. Mr. Sassano’s leadership skills and institutionalandinstitutional knowledge of our company, coupled with his significant corporate experience, provides our board with a strong understanding of the issues we face in our growth strategy.

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Mr. Hadeed isPROPOSAL TWO:
TO FIX THE NUMBER OF DIRECTORS AT TEN

Article II, Section 1 of our chairmanCode of Regulations, as amended (or by-laws), dealing with the size of our board of directors, currently provides that the board will consist of such number of directors, not less than three nor more than 12, as may be fixed from time to time by a majority vote of the board. He served asshares which are represented at a meeting of shareholders. Currently, the size of the board of directors is fixed at nine directors.

The board of directors believes that it is in the best interest of the Company and its shareholders to increase the size of the board of directors by one to ten members. With the increase in the number of directors, we believe that we will be able to expand the level of diversity of experience and points of view on the board and to add to theboard’s membershipa highly qualified individual who can contribute his or her knowledge, experience and expertise to the management of the Company.

If this proposal is approved by our executive chairman from July 2013 until June 2014, as our chief executive officer from April 2007 to July 2013,shareholders and as our president from May 2006 to September 2012. He also served as our chief operating officer from October 2004 to November 2011. Mr. Hadeed joined us in April 2002 as our vice presidentthe number of finance and chief financial officer, a role he served in until May 2006. Prior to joining us, Mr. Hadeed most recently served as vice president-healthcare ventures group with Henry Schein Inc. Prior to that, he served as group vice president-operationsdirectors is fixed at Del Laboratories Inc. and in various executive positions during his 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed currently servesten, there will be one vacancy on the board of directors following the annual meeting. This vacancy will not be filled at the annual meeting. The board of IEC Electronics Corp. (NYSE MKT: IEC). He also served ondirectors will have the authority to fill such vacancy pursuant to our Code of Regulations, as amended. After identifying and evaluating prospective candidates, the corporate governance and nominating committee will submit to the full board for consideration recommendations for candidates for appointment to the board of directors of Rochester Rehabilitation Center, Inc., Rehabilitation Enterprises, Inc., Rehabilitation Philanthropies, Inc.,to fill this vacancy. The corporate governance and Center Information Services, Inc. until March 2014.

Experiencenominatingcommittee’s procedures for identifying and Qualifications

As our former executive chairman, chief executive officer, president, chief operating officer,evaluating candidates is described in “Corporate Governance; Board Committees; Corporate Governance and vice president of finance and chief financial officer, Mr. Hadeed provides our board with invaluable institutional knowledge ofNominating Committee”in this proxy statement. It is expected that the operations of our company, its markets and its customers. When Mr. Hadeed joined us in April 2002, our company was facing a number of critical challenges. His financial and management skills contributednew director appointed to fill such vacancy will be added to the resolution of those challenges, as well as the financial turnaround and growth the company has experienced during his tenure with us. Mr. Hadeed continues to provide leadership for our sustained growth, profitability and financial stability.

Mr. Moore retired as senior vice president of M&T Bank Corporation in March 2014. Prior to his retirement, Mr. Moore last served as senior credit officer overseeing all corporate lending activity in the Rochester, Buffalo and Binghamton, New York markets. Additionally, Mr. Moore had credit responsibility for M&T’s automotive dealership customers throughout its Middle Atlantic markets. During his 35-year career at M&T Bank, Mr. Moore served as the commercial banking manager for the Rochester, New York market and held various commercial loan positions in Buffalo, New York.

Experience and Qualifications

Mr. Moore’s corporate banking career qualifies him to represent the interests of shareholders as a member of our board. Over the course of his career, he extended loans to thousands of companies and was required to assess the management, products, markets and financial performance of these businesses. This process has provided Mr. Moore with a broad perspective of what makes a business successful, an insight that is invaluable to our board, particularly as it relates to strategic planning and growth.

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Until January 1, 2016, Ms. Panzarella was the president of ACM Medical Laboratory, Inc., a subsidiary of Rochester Regional Health, and a leading clinical and pathology laboratory in the northeastern United States and an emerging leader in global central laboratory services for clinical trials. Prior to joining ACM in 2010, Ms. Panzarella held various legal and executive positions with Bausch & Lomb Incorporated from 1988 to 2008, where she most recently served as corporate vice president- global vision care. Since 2008, Ms. Panzarella has also served as a consultant on general business matters and as an expert witness in litigation involving the contact lens industry. Prior to joining Bausch & Lomb, she was an associateclass whose term expires at the law firm of Harris Beach & Wilcox specializing in litigation. Ms. Panzarella2020 annual meeting.

If this proposal is a membernot approved by our shareholders, the size of the board of directors will remain at nine members.

The affirmative vote of at least a majority of the United Wayshares of Greater Rochester.common stock which are represented at the meeting, in person or by proxy, is required to approve the proposal to fix the number of directors at ten. Abstentions and broker non-votes will count as votes against the proposal.

Experience and QualificationsThe board recommends that you vote FOR the proposal to fix the number of directors at ten.

Ms. Panzarella’s experience as a chief executive officer in a regulated services industry, which is similar to the industries we serve, positions her to provide valuable insight to our board and management in implementing our calibration services growth strategy.

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PROPOSAL TWO:THREE:
TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act of 1934, as amended, requires us to provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our namedournamed executive officers (referred to as a “say-on-pay” vote). We first provided our shareholders with this opportunity at our 2013 annual meeting, at which time our shareholders expressed a preference for this vote to occur on an annual basis, as recommended by our board of directors. Our board of directors subsequently adopted this preference, and we are providing our shareholders with a say-on-pay vote this year. Pursuant to Proposal Four, shareholders are again providing an advisory vote on the frequency of the say-on-pay vote at the annual meeting.

The primary goal of our compensation program is to align the interests of our named executive officers with those of our shareholders to achieve long-term growth. As detailed in the Executive Compensation Overview section of this proxy statement, our objectives with respect to executive compensation are to attract, motivate, and retain talenteda highly-qualified and effective executive officers, promote the achievement of keymanagement team. Our compensation policies are designed to motivate our management to achieve our business objectives, and drive growth in corporate earnings by linking annual cash and long-term cash and equity incentives to thereward them for achievement, of measurable corporate and, in some cases, individual performance goals, align the incentives of our executives with the creation of value for our shareholders,to foster teamwork, to support our core values and to contribute to our long-term success. Our compensation policies for our named executive officers are designed to link pay to both performance, taking into account the level of difficulty associated with each executive’sresponsibilities and shareholder returns over the long term. To achieve these objectives, our compensation committee, in conjunction with a third-party compensation consultant, when appropriate, reviews and evaluates our executive compensation program. In addition, our executive compensation program ties a substantialasubstantial portion of each executive’s overall compensation to attainment of key business and operationalandoperational goals. The “ExecutiveThe“Executive Compensation”section of this proxy statement, including the “Compensationthe“Compensation Overview,”describes in detail our executive compensation program and the decisions made by our compensation committee.

We are asking our shareholders to indicate their support and approval for our named executive officer compensation as described in the “Executivethe“Executive Compensation”section of this proxy statement. We believe that our compensation program for our named executive officers is designed to create value for our shareholders over the long term and appropriately aligns pay with performance.

For the reasons summarized above, and as discussed in more detail in the “Executivethe“Executive Compensation”section of this proxy statement, our board of directors is asking our shareholders to vote for the following advisory resolution:

RESOLVED, that the compensation paid to the company’sCompany’s named executive officers,as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Overview, compensation tables, and related narrative discussion, is hereby approved.

The say-on-pay vote is advisory, and therefore it is not binding on our compensation committee or our board of directors. Nevertheless, our board of directors and our compensation committee value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for our named executive officers.

The board of directors recommends that you vote FOR the proposal to approve, on an advisory basis, the compensation of our named executive officers.

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PROPOSAL THREE:FOUR:
ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As described in Proposal Three, our shareholders are being asked to vote to approve the compensation of our named executive officers as disclosed in the Executive Compensation section of this proxy statement, including the Compensation Overview, the accompanying compensation tables and the related narrative disclosure. As required by Section 14A of the Securities Exchange Act of 1934, as amended, our shareholders are also entitled to vote on whether future advisory votes on named executive officer compensation should occur every year, every two years or every three years or to abstain from such voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-pay votes at least every six years.

Our board of directors understands that there are different views as to what is an appropriate frequency for advisory votes on named executive officer compensation. After careful consideration, the board is recommending that future say-on-pay votes occur every year. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express their opinion annually as to named executive officer compensation, because such compensation may change from year to year.

This advisory vote is non-binding on our board of directors and the compensation committee of the board of directors, and may not be construed as overruling any decision made by the board. However, the board and the compensation committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes.

Shareholders can specify one of four choices when voting on this proposal: ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency that receives the most affirmative votes will be the frequency approved by our shareholders. Withheld votes, abstentions and broker non-votes will have no effect on the outcome of this matter.

The board of directors recommends that you vote for a “ONE YEAR” frequency for futureadvisory votes on the compensation of our named executive officers.

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PROPOSAL FIVE:
RATIFICATION OF SELECTION OF
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has selected Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2018.28, 2020. This selection is being presented to our shareholders for ratification at the annual meeting. The audit committee will consider the outcome of this vote in its future discussions regarding the selection of our independent registered public accounting firm.

We have been advised by Freed Maxick CPAs, P.C. that a representative will be present at the annual meeting and will be available to respond to appropriate questions. We intend to give such representative an opportunity to make a statement if he or she should so desire.

The board of directors recommends that you vote FOR the proposal to ratify the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2018.28, 2020.

Fees for Professional Services Provided by Freed Maxick CPAs, P.C.

The following table shows fees for professional services provided by Freed Maxick CPAs, P.C. during the fiscal year ended March 25, 2017, which we refer to as fiscal year 201730, 2019 and the fiscal year ended March 26, 2016, which we refer to as fiscal year 2016.31, 2018.