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…
Open exhibit ↗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.…
Disclosure sections
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