Willdan Group (WLDN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with voting on four key proposals and opportunities for shareholder engagement and questions during the meeting.

• The company reported record financial results for fiscal 2025, including $681.6M in revenue, $52.6M net income, and $79.5M adjusted EBITDA, driven by double-digit organic growth and strategic acquisitions.

• The company operates in a dynamic market with rising electricity demand, focusing on energy efficiency, grid modernization, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors for one-year terms, ratifying Crowe LLP as auditor, approving executive compensation (say-on-pay), and amending the 2008 Performance Incentive Plan to increase share limits.

• The board recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of seven directors, with 71% independent and 29% gender diversity; three directors joined since 2021.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance, and Strategy, Mergers & Acquisitions.

• The roles of CEO and Chairman are separated; the Lead Independent Director role is established.

• Directors are selected for diverse skills, experience, and backgrounds, with ongoing board refreshment and annual evaluations.

• Corporate governance documents and policies are reviewed annually and available to stakeholders.