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Get filing alertsWilldan shareholders approve 380,000-share equity plan expansion, elect seven directors
Filed June 18, 2026 · Period ending June 17, 2026 · ~1 min read
Key Changes
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Shareholders approved amendments to the 2008 Performance Incentive Plan adding 380,000 shares (new total 6,099,167), increasing incentive stock option limit by 380,000 shares (to 6,330,000), and extending plan term to April 2036. Approval was 87.5% (7,934,725 for vs 1,138,027 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All seven director nominees elected to serve until 2027 annual meeting. Support ranged from 90.4% (Mohammad Shahidehpour: 8,384,196 for vs 893,099 withheld) to 99.4% (Cynthia Downes: 9,226,015 for vs 51,280 withheld). Broker non-votes: 2,682,651.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders ratified Crowe LLP as independent auditor for fiscal 2026 with 98.7% support (11,780,234 for vs 151,378 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Advisory say-on-pay vote approved with 95.5% support (8,650,776 for vs 409,216 against). Board determined to hold future say-on-pay votes annually.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Willdan Group held its 2026 annual meeting on June 17, with a quorum of 79.91% of outstanding shares represented. The most material outcome was shareholder approval of amendments to the company's 2008 Performance Incentive Plan, which adds 380,000 shares to the pool available for equity awards and extends the plan's term through April 2036. The 87.5% approval rate, while passing comfortably, drew higher opposition (12.5%) than the company's other proposals, suggesting some shareholder concern about dilution from the share increase.
All seven directors were re-elected with strong support ranging from 90.4% to 99.4%. The company also received routine approval for its auditor (98.7% support) and executive compensation (95.5% support), with the board confirming annual say-on-pay votes going forward. These are healthy governance outcomes with no material concerns for existing shareholders.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 20, 2026, the Board of Directors (the “Board”) of Willdan Group, Inc. (the “Company”) approved amending and restating the Willdan Group, Inc. 2008 Performance Incentive Plan (the “2008 Plan”), subject to stockholder approval of the amendments to the 2008 Plan.
The Board approved amendments to the company's 2008 Performance Incentive Plan on April 20, 2026. The amendments require stockholder approval before taking effect. The filing does not disclose the specific changes being made to the plan.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Willdan held its 2026 annual meeting, electing seven directors, ratifying auditor Crowe, and approving equity plan amendments adding 380,000 shares.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The total number of shares entitled to vote and represented by presence or by proxy was equal to 79.91% of the Company’s total shares issued and outstanding as of the April 21, 2026 record date
A quorum of 79.91% of outstanding shares was represented at the annual meeting held June 17, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify