RCM Technologies (RCMT) investor relations material

Executive summary

• Virtual annual meeting scheduled for Dec. 17, 2026, at 4:00 p.m. ET; record date Oct. 21, 2026, with 7,131,213 common shares outstanding and one vote per share.

• Agenda: elect four directors, ratify WithumSmith + Brown as auditor for FY ending Jan. 2, 2027, and hold an advisory vote on 2025 named executive officer compensation.

Voting matters and shareholder proposals

• Board recommends FOR Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar and Jayanth S. Komarneni; nominees require a majority of votes cast for and against.

• Board recommends FOR auditor ratification and the non-binding advisory vote approving 2025 named executive officer compensation; future pay decisions will consider say-on-pay results.

• Proposals for inclusion in the 2027 proxy are due by July 15, 2027; advance-notice proposals and nominations are due Aug. 19–Sept. 18, 2027, assuming the meeting is Dec. 17, 2027.

Board of directors and corporate governance

• Board comprises four director nominees, including three independent directors; all members of the Audit, Compensation, and Nominating & Corporate Governance committees are independent.

• Swarna Srinivas Kakodkar serves as Lead Independent Director; Bradley S. Vizi is Executive Chairman and President.

• Board held five meetings in FY ended Jan. 3, 2026; each director attended at least 75% of Board and assigned committee meetings, with independent-director executive sessions at each Board meeting.

• Revised ownership guidelines set multiples at 6x base salary for the CEO and CFO, 2x for specified senior executives, and 5x for non-employee directors; succession planning identified potential successors for executive officers and major business-unit leaders.