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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): June 10, 2021

WILLDAN GROUP, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33076

 

14-1951112

(State of other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2401 East Katella Avenue, Suite 300, Anaheim, California 92806

(Address of Principal Executive Offices)

 

 

 

 

 

Registrant’s telephone number, including area code: (800) 424-9144

 

Not Applicable

(Former name or former address, if changed since last report)

 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:

 

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.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.01 per share

WLDN

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

 

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2021. At the Annual Meeting, three proposals, which are described in detail in the Company’s definitive proxy statement, dated April 23, 2021 for the Annual Meeting (the “Proxy Statement”), were submitted to a vote of the stockholders. At the Annual Meeting, stockholders (i) elected the eight 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 2021; and (iii) approved the Company’s named executive officer compensation, on a non-binding advisory basis.

 

The total number of shares entitled to vote and represented by presence or by proxy was equal to 85.23% of the total shares issued and outstanding as of the April 20, 2021 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 were as follows:

 

Proposal 1

 

Each individual listed below was elected to serve on the Board until the 2022 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

8,302,122

931,964

1,426,612

Steven A. Cohen

7,346,821

1,887,265

1,426,612

Debra G. Coy

8,935,825

298,261

1,426,612

Raymond W. Holdsworth

8,905,916

328,170

1,426,612

Douglas J. McEachern

8,906,383

327,703

1,426,612

Dennis V. McGinn

8,167,337

1,066,749

1,426,612

Keith W. Renken

8,895,026

339,060

1,426,612

Mohammad Shahidehpour

7,592,706

1,641,380

1,426,612

Proposal 2

 

Ratification of the Board’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2021.

For

Against

Abstain

10,648,389

10,784

1,525

Proposal 3

 

Approval, on a non-binding advisory basis, of the Company’s named executive officer compensation.

 

For

Against

Abstain

Broker Non-Vote

7,794,668

1,400,764

38,654

1,426,612

i

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 11, 2021

By:

/s/ Creighton K. Early

Creighton K. Early

Chief Financial Officer

ii

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