UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2023, Thomas D. Brisbin informed the Board of Directors (the “Board”) of Willdan Group, Inc. (the “Company”) of his intention to retire and resign as Chief Executive Officer of the Company, effective December 29, 2023. Dr. Brisbin will continue his service as Chairman of the Board after December 29, 2023.
On December 8, 2023, the Board appointed Michael A. Bieber, the Company’s current President, as President and Chief Executive Officer of the Company, effective as of December 30, 2023. Additionally, on December 8, 2023, the Board increased the size of the Board from seven to eight members and appointed Mr. Bieber to the Board to fill the newly created vacancy and to serve until the 2024 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier resignation or removal, in each case effective December 30, 2023.
A description of Mr. Bieber’s background and compensatory arrangements is available in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 27, 2023 and is incorporated by reference herein. On December 8, 2023, the Compensation Committee of the Board and the Board approved an increase to Mr. Bieber’s base cash salary to $525,000 per year, effective December 30, 2023.
In connection with the management transition described above, the Company expects to enter a consulting agreement with Dr. Brisbin on the terms and conditions to be approved by Board and the Audit Committee of the Board.
| Item 7.01. | Regulation FD Disclosure. |
On December 12, 2023, the Company issued a press release announcing the management transition described herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Document | |
| 99.1 | Willdan Group, Inc. Press Release dated December 12, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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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: December 12, 2023 | By: | /s/ Creighton K. Early |
| Creighton K. Early | ||
|
Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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