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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Debra G. Coy, Raymond W. Holdsworth and Douglas J. McEachern each notified the board of directors (the “Board”) of Willdan Group, Inc., a Delaware corporation (“Willdan”), that they do not intend to stand for re-election at Willdan’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) on April 21, 2022, April 21, 2022 and April 19, 2022, respectively. Ms. Coy, Mr. Holdsworth and Mr. McEachern will continue to serve on the Board until the 2022 Annual Meeting, when their current terms will expire. Ms. Coy’s, Mr. Holdsworth’s and Mr. McEachern’s decision to retire from the Board and not stand for re-election was not the result of any disagreement with Willdan regarding its operations, policies or practices.
Pursuant to Section 4.02 of Willdan's Amended and Restated Bylaws, the Board determined on April 22, 2022 to decrease the number of directors that constitute the entire Board from ten to seven directors, effective upon the expiration of the terms of Ms. Coy, Mr. Holdsworth and Mr. McEachern at the 2022 Annual Meeting. On April 22, 2022, the Board also determined that, effective upon the expiration of the terms of Ms. Coy, Mr. Holdsworth and Mr. McEachern at the 2022 Annual Meeting, Cynthia A. Downes will become the Chair of the Audit Committee, Steven A. Cohen will become a member of the Audit Committee and Dennis V. McGinn will become a member of and the Chair of the Compensation Committee.
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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: April 25, 2022 | By: | /s/ Creighton K. Early |
| Creighton K. Early | ||
| Chief Financial Officer | ||