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 15, 2022

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (856) 356-4500

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):

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 15, 2022, as disclosed in Item 5.07 below, the shareholders of RCM Technologies, Inc. (the “Company”) approved amendments to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan (the “Plan”) at the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) held on December 15, 2022.

On October 26, 2022, the Company’s Board of Directors (the “Board”) adopted, subject to stockholder approval at the Annual Meeting, amendments to the Plan to (i) increase by 1,000,000 shares of the common stock of the Company, $0.05 par value (the “Common Stock”) available for grant under the Plan.

The above description of the amendment to the Plan is a summary and is qualified in its entirety by reference to the full text of the amendment, incorporated by reference herein as Exhibit 99.1.

Item 5.07              Submission of Matters to a Vote of Security Holders

Also on December 15, 2022, the Company held the Annual Meeting, at which the Company’s stockholders (i) elected five (5) persons to the Board; (ii) approved amendments to the Plan; (iii) ratified the selection by the Board’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and (iv) voted on an advisory basis to approve the compensation of the Company’s named executive officers for 2021.  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 five (5) 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.

Proposal 2.  Approval of amendments to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan.

Proposal 3.  Ratification of the selection by the Board’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal 4.  Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2021.

Item 9.01.             Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

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.

Dated: December 16, 2022