UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Consulting Agreement with Former Chief Executive Officer
On December 29, 2023, Thomas D. Brisbin resigned as Chief Executive Officer of Willdan Group, Inc. (the “Company”). In connection with Dr. Brisbin’s resignation, the Company disclosed its intention to enter into a consulting agreement with Dr. Brisbin on terms to be approved by the Board of Directors of the Company (the “Board”) and Audit Committee of the Board.
On February 28, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. Brisbin. Pursuant to the Consulting Agreement, Dr. Brisbin is providing the Company with consulting services, including performing various tasks related to management transition, business development, technology development and other sales-related activities. For such services, Dr. Brisbin is paid $25,200 per month and the reimbursement of reasonable and necessary costs and expenses incurred in connection with providing services to the Company. During the term of the Consulting Agreement, Dr. Brisbin will remain eligible to vest in his outstanding equity awards pursuant to the terms of the Company’s 2008 Performance Incentive Plan. The Consulting Agreement may be terminated by the Company or Dr. Brisbin at any time with 5 days’ written notice. Prior to his resignation, Dr. Brisbin was employed by the Company pursuant to an employment agreement that expired by its terms with his resignation on December 29, 2023.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. |
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10.1 |
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| Consulting Agreement by and between the Company and Thomas D. Brisbin, dated February 28, 2024. |
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| 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. | ||
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Date: February 29, 2024 | By: | /s/ Creighton K. Early |
Creighton K. Early | ||
Chief Financial Officer and Executive Vice President | ||
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