Willdan Group (NASDAQ: WLDN) investors approve equity plan, directors and pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Willdan Group, Inc. reported results of its annual stockholder meeting and an update to its long‑term equity incentive plan. Stockholders approved amendments to the 2008 Performance Incentive Plan, adding 380,000 shares to the pool for future awards, bringing the aggregate share limit to 6,099,167 shares of common stock and increasing the incentive stock option limit to 6,330,000 shares. The plan’s term was also extended to April 19, 2036. Shareholders elected seven directors, ratified Crowe LLP as auditor for fiscal 2026, approved on a non‑binding basis named executive officer compensation, and confirmed that advisory pay votes will be held every one year. The meeting had strong participation, with 79.91% of shares entitled to vote represented in person or by proxy, establishing a quorum.
Positive
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Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New shares added to plan: 380,000 shares
Total plan share limit: 6,099,167 shares
Incentive stock option limit: 6,330,000 shares
+5 more
8 metrics
New shares added to plan
380,000 shares
Increase in 2008 Performance Incentive Plan share pool
Total plan share limit
6,099,167 shares
Aggregate share limit under 2008 Performance Incentive Plan after amendment
Incentive stock option limit
6,330,000 shares
Aggregate limit for incentive stock options under 2008 Plan after amendment
Plan term end date
April 19, 2036
Extended expiration of the 2008 Performance Incentive Plan
Meeting participation
79.91%
Shares entitled to vote represented at 2026 annual meeting
Auditor ratification votes For
11,780,234 shares
Votes for ratifying Crowe LLP as auditor for fiscal 2026
Say-on-pay votes For
8,650,776 shares
Votes for approving named executive officer compensation on advisory basis
Equity plan amendment votes For
7,934,725 shares
Votes for approving amendments to the 2008 Plan
Key Terms
2008 Performance Incentive Plan, incentive stock options, non-binding advisory basis, broker non-vote, +1 more
5 terms
2008 Performance Incentive Plan financial
"approved amending and restating the Willdan Group, Inc. 2008 Performance Incentive Plan"
incentive stock options financial
"limit on the number of shares of Common Stock that may be delivered pursuant to “incentive stock options”"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
non-binding advisory basis regulatory
"approved, on a non-binding advisory basis, the Company’s named executive officer compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-vote regulatory
"Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present"
quorum regulatory
"thereby constituting a quorum for the purpose of the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
FAQ
What equity plan changes did Willdan Group (WLDN) stockholders approve?
Stockholders approved amendments to the 2008 Performance Incentive Plan. The share pool for awards increased by 380,000 to 6,099,167 shares, the incentive stock option limit rose to 6,330,000 shares, and the plan term was extended to April 19, 2036.
How often will Willdan Group (WLDN) hold advisory votes on executive pay?
Willdan will hold an advisory vote on executive officer compensation every one year. This frequency reflects the Board’s decision based on the stockholder advisory vote on how often the company should seek input on named executive officer pay.
Were all Willdan Group (WLDN) director nominees elected at the 2026 annual meeting?
All seven director nominees listed in the proxy statement were elected to the Board. Each nominee received more votes "For" than "Withheld," with Thomas D. Brisbin, for example, receiving 8,839,288 votes for and 438,007 withheld, plus broker non‑votes recorded.
Which auditing firm did Willdan Group (WLDN) stockholders ratify for fiscal 2026?
Stockholders ratified Crowe LLP as Willdan Group’s independent registered public accounting firm for fiscal year 2026. The ratification vote totaled 11,780,234 shares for, 151,378 against, and 28,334 abstaining, confirming support for the existing audit relationship.
Did Willdan Group (WLDN) stockholders approve executive compensation in 2026?
Yes. On a non‑binding advisory basis, stockholders approved named executive officer compensation. The say‑on‑pay proposal received 8,650,776 votes for, 409,216 against, 217,303 abstentions, and 2,682,651 broker non‑votes, indicating overall support for the compensation program.
What level of participation did Willdan Group (WLDN) have at its 2026 annual meeting?
The annual meeting reached a high participation level, with 79.91% of total shares issued and outstanding as of the April 21, 2026 record date represented in person or by proxy. This percentage was sufficient to establish a quorum for conducting official business.