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 13, 2019
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
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 par value | | RCMT | | The NASDAQ Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders
On December 13, 2019, RCM Technologies, Inc. (the “Company”) held the Company’s 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected six (6) persons to the Board of Directors (the “Board”); (ii) ratified the selection by the Board’s Audit Committee of Macias, Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019; (iii) voted on an advisory basis to approve the compensation of the Company’s named executive officers for 2018; and (iv) voted on an advisory basis regarding the frequency of future advisory votes on compensation of our named executive officers. 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 six (6) 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 | | 8,534,930 | | 544,222 | | 49,464 | | 3,615,091 |
| Rick Genovese | | 8,749,914 | | 328,909 | | 49,793 | | 3,615,091 |
| Swarna Srinivas Kakodkar | | 8,709,084 | | 369,939 | | 49,593 | | 3,615,091 |
| Leon Kopyt | | 8,419,724 | | 659,257 | | 49,635 | | 3,615,091 |
| S. Gary Snodgrass | | 8,731,259 | | 347,764 | | 49,593 | | 3,615,091 |
| Bradley S. Vizi | | 8,499,185 | | 579,838 | | 49,593 | | 3,615,091 |
Proposal 2. Ratification of the selection by the Board’s Audit Committee of Macias, Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 11,840,825 | | 856,656 | | 46,226 | | 0 |
Proposal 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2018.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 8,639,483 | | 410,193 | | 78,939 | | 3,615,092 |
Proposal 4. Vote, on an advisory basis, regarding the frequency of future advisory votes on compensation of our named executive officers.
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 4,912,928 | | 34,234 | | 4,100,683 | | 80,770 | | 3,615,092 |
In light of the shareholder preference reflected in the above voting results, the Company has determined that future advisory votes on compensation of the Company’s named executive officers will be held every year until the next vote on the frequency of such advisory votes.
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 17, 2019
