Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 13, 2021, the Board of Directors (the "Board") of RCM Technologies, Inc. (the "Company") approved an amendment to the RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan (the "Plan"), effective upon such approval, to reflect changes in the minimum vesting period for grants of stock awards and stock units under the Plan. Such amendment is attached as Exhibit 99.1 hereto, and is incorporated by reference herein.

Also on January 13, 2021, the Compensation Committee of the Board approved an increase to the annual base salary of Bradley S. Vizi, the Company's Executive Chairman and President, from $250,000 to $375,000. On January 15, 2021, the Committee granted to Mr. Vizi 125,000 shares of the Company's Common Stock, par value $0.05 per share (the "Common Stock") as incentive compensation for 2020. In light of the pandemic, no annual incentive plan had been established for 2020 as had typically been the case in prior years.

Item 7.01 Regulation FD Disclosure

Also on January 13, 2021, the Board authorized a program to repurchase shares of the Common Stock constituting, in the aggregate, up to an amount not to exceed $7.5 million, consistent with the maximum limitation set forth by the Company's revolving line of credit. The program is designed to provide the Company with enhanced flexibility over the long term to optimize its capital structure. Shares of the Common Stock may be repurchased in the open market or through negotiated transactions. The program may be terminated or suspended at any time at the discretion of the Company. The Company may in the future enter into a Rule 10b5-1 trading plan to effect a portion of the authorized purchases, if criteria set forth in the plan are met. Such a plan would enable the Company to repurchase its shares during periods outside of its normal trading windows, when the Company typically would not be active in the market.

The time of purchases and the exact number of shares to be purchased will depend on market conditions. The repurchase program does not include specific price targets or timetables and may be suspended or terminated at any time. The Company intends to finance the purchases using available working capital and capacity from the Company's revolving line of credit.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.



None.

(d) Exhibits.

Exhibit Number
  99.1             Amendment to RCM Technologies, Inc. 2014 Omnibus Equity
                   Compensation Plan.

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