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 6, 2014

 

 

WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o            Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07.             Submission of Matters to a Vote of Security Holders

 

Willdan Group Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on June 6, 2014.  At the Annual Meeting, three proposals, which are described in detail in the Company’s definitive proxy statement dated April 23, 2014 for the Annual Meeting (the “Proxy Statement”), were submitted to a vote of the stockholders.  The stockholders voted to (i) elect the six director nominees named in the Proxy Statement; (ii) ratify the appointment of the Company’s independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”) 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 66.05% 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 Company’s Board of Directors 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
Win Westfall		2,920,574		387,596		1,580,431
Thomas D. Brisbin		3,083,713		224,457		1,580,431
Raymond W. Holdsworth		3,133,614		174,556		1,580,431
Douglas J. McEachern		3,234,914		73,256		1,580,431
Keith W. Renken		3,236,914		71,256		1,580,431
John M. Toups		3,121,182		186,988		1,580,431

 

Proposal 2

 

Ratification of the Board of Directors’ appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2015.

 

For		Against		Abstain		Broker Non-Vote
4,778,215		48,873		61,513		—

 

Proposal 3

 

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

 

For		Against		Abstain		Broker Non-Vote
2,624,573		578,197		105,400		1,580,431

 

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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 10, 2014	By:	/s/ Stacy B. McLaughlin
		Stacy B. McLaughlin
		Chief Financial Officer

 

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