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 14, 2018

 


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))

 

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 (“Annual Meeting”) on June 14, 2018. At the Annual Meeting, three proposals, which are described in detail in the Company’s definitive proxy statement dated April 20, 2018 for the Annual Meeting (the “Proxy Statement”), were submitted to a vote of the stockholders. The stockholders voted to (i) elect the nine director nominees named in the Proxy Statement; (ii) ratify the appointment of the Company’s independent registered public accounting firm, KPMG LLP (“KPMG”) and (iii) approve the non-binding resolution approving the Company’s executive compensation.

  

The total number of shares present in person or by proxy was equal to 76.83% of the total shares issued and outstanding, 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 next annual meeting of stockholders and until his respective successor is elected and qualified, or until his earlier resignation or removal.

 

 

 

 

 

 

 

 

 

 

 

For

 

Withheld

 

Broker Non-Vote

 

Thomas D. Brisbin

 

4,871,054

 

321,622

 

1,617,220

 

Keith W. Renken

 

4,863,415

 

329,261

 

1,617,220

 

Steven A. Cohen

 

4,911,015

 

281,661

 

1,617,220

 

Debra Coy

 

4,981,417

 

211,259

 

1,617,220

 

Raymond W. Holdsworth

 

4,903,373

 

289,303

 

1,617,220

 

Douglas J. McEachern

 

4,972,401

 

220,275

 

1,617,220

 

Dennis V. McGinn

 

4,941,457

 

251,219

 

1,617,220

 

Curtis S. Probst

 

4,972,401

 

220,275

 

1,617,220

 

Mohammad Shahidehpour

 

4,933,950

 

258,726

 

1,617,220

 

 

Proposal 2

 

Ratification of the Board’s appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2018.

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Vote

6,757,581

 

9,600

 

42,715

 

 

 

 

 

 

 

 

Proposal 3

 

Approval of the non-binding advisory resolution approving the Company’s executive compensation.

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Vote

4,508,911

 

362,718

 

321,047

 

1,617,220

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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 15, 2018

By:

/s/ Stacy B. McLaughlin

 

 

Stacy B. McLaughlin

 

 

Chief Financial Officer

 

 

 

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