RICHARDSON ELECTRONICS, LTD.
For the period ended Aug 30, 2025. Filed Oct 9, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 30, 2025 · Filed Oct 9, 2025
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Item 5. Other Information
a) Form 8-K disclosures for the quarter covered by this Form 10-Q:
Submission of Matters to Vote of Security Holders
We held our annual meeting of stockholders on October 7, 2025. At the annual meeting, our stockholders (i) elected each of the nominees listed below to the Company’s Board of Directors to serve for a term expiring at the 2026 Annual Meeting; (ii) ratified the selection of BDO USA, P.C. as our independent registered public accounting firm for fiscal 2026; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers; (iv) approved an amendment to the Amended and Restated 2011 Long-Term Incentive Plan to increase the number of shares available for issuance under the plan and (v) approved the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.
The final results for the votes regarding each proposal are set forth below:
- The voting results with respect to the election of each director were as follows
| Nominee | For | Against/Withhold | Broker Non-Votes |
|---|---|---|---|
| Edward J. Richardson | 26,534,988 | 1,846,598 | 1,560,278 |
| Wendy S. Diddell | 28,108,887 | 272,699 | 1,560,278 |
| Jacques Belin | 25,234,034 | 3,147,552 | 1,560,278 |
| James Benham | 25,218,445 | 3,163,141 | 1,560,278 |
| Kenneth Halverson | 25,235,834 | 3,145,752 | 1,560,278 |
| Robert H. Kluge | 26,413,163 | 1,968,423 | 1,560,278 |
| Paul J. Plante | 23,996,877 | 4,384,709 | 1,560,278 |
The voting results with respect to the ratification of the selection of BDO USA, P.C. as our independent registered public accounting firm for fiscal 2026 was approved with 28,757,417 votes “FOR”, 1,170,313 votes “AGAINST/WITHHOLD” and 14,134 votes “ABSTAIN”.
The voting results with respect to the approval, on an advisory basis, the compensation of our Named Executive Officers was approved with 27,967,319 votes “FOR”, 340,869 votes “AGAINST/WITHHOLD” and 73,398 votes “ABSTAIN" and 1,560,278 broker non-votes.
The voting results with respect to Amended and Restated 2011 Long-Term Incentive Plan to increase the number of shares available for issuance under the plan approved with 23,822,697 votes “FOR”, 3,181,295 votes “AGAINST/WITHHOLD” and 1,377,594 votes “ABSTAIN" and 1,560,278 broker non-votes.
The voting results with respect to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock was approved with the following votes by class of stock:
| Nominee | For | Against/Withhold | Abstain |
|---|---|---|---|
| Common stock | 9,521,479 | 323,006 | 5,809 |
| Class B common stock | 20,091,570 | - | - |
| Common and Class B stock combined | 29,613,049 | 323,006 | 5,809 |
b) Not applicable.
c) 10b5-1 trading arrangements:
None.
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