RCM Technologies, Inc. (RCMT) Earnings Call Transcript & Summary

Hello and welcome to the 2022 RCM Technologies Annual Meeting of Shareholders. Please note, this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Bradley S. Vizi, Executive Chairman and President of RCM Technologies. Mr. Vizi, please go ahead.

Thank you. Good afternoon, everyone, and welcome to RCM Technologies 2022 Annual Meeting of Stockholders. Thank you for joining our virtual meeting via webcast. I hope you have all been well. Today, we will conduct the formal business of the meeting as set forth in the company's notice of the annual meeting and proxy statement, which are posted on the annual meeting website. It is our intention to conduct this meeting in accordance with these documents. Following that, I will answer questions from stockholders as appropriate and as time permits. [Operator Instructions] Please note, in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting. Now I'd like to formally open the business portion of this meeting, which will now come to order. The polls for the items to be voted on at this meeting are open and will remain open until the end of the business portion of this meeting. Stockholders of record and beneficial owners with shares held in street name, who have obtained and submitted to the company's transfer agent, American Stock Transfer, who are attending this meeting with a valid 11-digit control number who have not already voted or who wish to change their votes may do so now by clicking the proxy voting site link on the left side of the annual meeting website. Please note that if you've already voted and do not wish to change your vote, you do not need to vote again here. Kevin D. Miller, the company's CFO, will serve as secretary of the meeting, and I will act as Chairman. The secretary has in his possession a sworn affidavit of mailing of the notice of this meeting. The notice having been mailed beginning on or about November 10, 2022, together with the proxy statement and the form of proxy to all RCM Technologies, Inc. stockholders of record at the close of business on October 19, 2022. A complete list of stockholders of record in alphabetical order with the address of and number of shares held by each such stockholder has been on file at the principal office of RCM Technologies, Inc. at 2500 McClellan Avenue, Pennsauken, New Jersey since November 17, 2022. Gini DiBartolomeo and Grace Flowers have been appointed judges of election for this meeting, and the qualifying oath has been administered to them. Their representative will make a statement.

Mr. Chairman, we have determined and state that, a, 9,857,310 shares of common stock were outstanding on October 19, 2022, the record date, each of which has the right to vote; b, proxies have been executed for more than a majority of the shares of the common stock outstanding on October 19, 2022. And therefore, a quorum is present at this meeting.

First item of business to come before this annual meeting is the election of directors. The Board of Directors has determined in accordance with the bylaws that 5 directors will be elected to hold office until the Annual Meeting of Stockholders to be held in 2023. The following persons have been nominated as described in the proxy statement: Bradley S. Vizi, Richard A. Genovese, Swarna Srinivas Kakodkar, Jayanth S. Komarneni and Chigozie Amadi. There are 3 other proposals before the meeting: the approval of an amendment to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; the ratification of WithumSmith+Brown, PC as the company's independent accountants for the fiscal year ending December 31, 2022; and the approval on an advisory basis of compensation of the company's named executive officers for 2021 as discussed in the proxy statement. Are there any questions? Or is there any discussion of any of these proposals? There being no further questions, let us proceed to vote on the nominees of the Board of Directors; the approval of an amendment to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; the ratification of WithumSmith+Brown as the company's independent accountants; and the approval on an advisory basis of the compensation of the company's named executive officers. I now declare the polls open for voting on each of the 4 matters before the meeting. Should anyone wish to cast or change their vote, please click on the proxy voting site link on the left side of your screen and enter your 11-digit control number to do so now. Let me remind you that if you have sent in your proxy, there is no need for you to cast a ballot. The persons named in the proxy will vote your shares as indicated on the proxy you mailed us. [Voting]

I now declare the polls closed. We will now have the report of the judges of election.

We, the judges of election, hereby certify that more than a majority of the votes cast with respect to each of the candidates for election as director were cast in favor of the election of such candidate. And thus, all such candidates were elected directors for a term expiring at the Annual Meeting of Stockholders to be held in 2023.

The persons named by the judges of election in their report are elected directors to hold office for the term for which they were elected, subject to provisions of the bylaws.

We, the judges of election, hereby certify that more than a majority of the votes cast on each of the following proposals were cast in favor of the respective proposal: a, to approve the amendment of the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; b, to ratify the appointment of WithumSmith+Brown, PC as the company's independent accountants for the fiscal year ending December 31, 2022; and c, to approve on an advisory basis the compensation of the company's named executive officers for 2021 as disclosed in the proxy statement. Therefore, the proposals just described have been duly adopted by the stockholders.

The judges of election are requested to make a written report after this meeting of the exact results of the proposals before the meeting and submit the report to the secretary of RCM Technologies, Inc. This completes our anticipated agenda. We will entertain a motion for adjournment. Following the meeting, we will be available for questions and answer relating to the business of this meeting.

Mr. Chairman, I so move.

Mr. Chairman, I second the motion.

The meeting is adjourned. And with that, we will now go into the question-and-answer session. We will take question -- stockholders' questions and comments that have been submitted during the meeting on the annual meeting website. Please note, we will try to answer as many questions as time allows, but only questions that are appropriate to the business of the meeting will be answered.

There are no questions.

Okay. It does -- thank you all for joining us today in these unprecedented times. I ask that you please stay safe. I want to thank all of the company's directors, executives and partners for joining us. And I would like to thank all of our stockholders for attendance at the company's meeting and for your continued support of RCM Technologies.

This now concludes the 2022 Annual Meeting of Stockholders of RCM Technologies, Inc. Thank you for participating. You may now disconnect.