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BCS

Current Report · Items 5.02, 5.07, 9.01 · 8-K

RCM Technologies, Inc.

RCMTNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 18, 2025, as disclosed in Item 5.07 below, the stockholders of RCM Technologies, Inc. (the “Company”) approved the RCM Technologies, Inc.…

Filed Dec 22, 2025Accepted Dec 22, 2025, 4:10 PM ESTCIK 700841Accession 0001104659-25-123720
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Company context

Current securities

Recent company filings

  1. S-8 filingSep 3, 2026
  2. 144 filingAug 31, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 31, 2026
  4. 4 filingAug 27, 2026
  5. 4 filingAug 25, 2026

Disclosure sections

Items 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 18, 2025, as disclosed in Item 5.07 below, the stockholders of RCM Technologies, Inc. (the “Company”) approved the RCM Technologies, Inc. 2025 Omnibus Equity Compensation Plan (the “Plan”) at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). On November 4, 2025, the Company’s Board of Directors (the “Board”) adopted the Plan, subject to stockholder approval at the Annual Meeting, to (i) meet Nasdaq listing requirements, (ii) allow incentive stock options awarded under the Plan to meet the requirements of the Internal Revenue Code of 1986, as amended, (iii) provide a limit on annual equity grants to non-employee directors, and (iv) conform to good corporate governance. The Plan authorizes the issuance of up to 1,000,000 shares of the Company’s common stock. The above description of the Plan is a summary and is qualified in its entirety by reference to the full text of the Plan, which was approved by the Company’s stockholders at the Annual Meeting and is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders The Company held the Annual Meeting on December 18, 2025. At the Annual Meeting, the Company’s stockholders (i) elected four (4) persons to the Company’s Board of Directors (the “Board”); (ii) approved the Plan; (iii) ratified the selection by the Board’s Audit Committee of EisnerAmper LLP as the Company’s independent registered public accounting firm for the current fiscal year ending January 3, 2026; (iv) voted on an advisory basis to approve the compensation of the Company’s named executive officers for 2024; and (v) voted on an advisory basis regarding the frequency of future advisory votes on the compensation of the Company’s 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 four (4) 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 Votes Abstentions Broker For Against Non-Votes ──────────────────────────────────────────────────────────────────────────────────────── Bradley S. Vizi 4,609,751 29,466 3,305 1,753,803 Chigozie O. Amadi 4,565,542 73,906 3,074 1,753,803 Swarna Srinivas Kakodkar 4,409,735 229,813 2,974 1,753,803 Jayanth S. Komarneni 4,552,713 87,735 2,074 1,753,803 Proposal 2. Approval of RCM Technologies, Inc. 2025 Omnibus Equity Compensation Plan. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 3,014,494 1,627,200 828 1,753,803 Proposal 3. Ratification of the Selection of EisnerAmper LLP as the Company’s independent registered public accounting Firm. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 6,375,531 18,135 2,659 0 Proposal 4. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2024. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,791,848 1,702,971 147,703 1,753,803 Proposal 5. Approval, on an advisory basis, the frequency of solicitation of advisory stockholder approval of named executive officer compensation. 1 Year 2 3 Years Abstentions Broker Non-Votes Years ─────────────────────────────────────────────────────────────────────────────── 3,065,485 33,678 1,535,968 7391 1,753,803
Filed exhibits (1)
EX-99.1 (by filename) tm2534024d1_ex99-1.htm

EX-99.1 2 tm2534024d1_ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 RCM TECHNOLOGIES, INC. 2025 OMNIBUS EQUITY COMPENSATION PLAN Effective December 18, 2025 Section 1. Purpose 1 Section 2. Definitions 1 Section 3. Administration 4 Section 4. Grants 4 Section 5. Shares of Stock Subject to the Plan 5 Section 6. Eligibility for Participation 6 Section 7. Options 6 Section 8. SARs 8 Section 9. Stock Units 9 Section 10. Stock Awards 10 Section 11. Dividend Equivalents 11 Section 12. Other Stock-Based Awards 11 Section 13. Deferrals 12 Section 14. Withholding of Taxes 12 Section 15. Transferability of Grants 12 Section 16. Consequences of a Change in Control 13 Se…

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