8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2022

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in charter)

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Registrant’s telephone number, including area code: (630) 208-2200

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

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

On October 24, 2022, following the recommendation of the Compensation & Governance Committee (the “Compensation Committee”) of the Board of Directors of Richardson Electronics, Ltd. (the “Company”), the Board of Directors of the Company approved an amendment (the “Amendment”) to the Richardson Electronics, Ltd. Amended and Restated Edward J. Richardson Incentive Compensation Plan (the “Richardson Incentive Plan” and, as amended, the “Plan”). The Richardson Incentive Plan is the plan pursuant to which the Company’s Chief Executive Officer, Edward J. Richardson, is eligible to receive incentive compensation in an amount equal to the greater of 2% of annual net income after tax or an incentive based payment upon the achievement by the Company of pre-established financial objectives set by the Compensation Committee in connection with the annual incentive plan established by the Compensation Committee for members of the Company’s management (the “Management Incentive Compensation Plan”).

The amended terms approved and reflected in the Amendment include revisions (1) to allow Mr. Richardson to participate directly in the Management Incentive Compensation Plan and (2) for Mr. Richardson to be eligible for an annual award equal to 2% of the Company’s net income over the benefit to which Mr. Richardson is entitled to under the Management Incentive Compensation Plan. This description of the Amendment is qualified in its entirety by reference to the complete Amendment, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

10.1 Amendment to Richardson Electronics, Ltd. Amended and Restated Edward J. Richardson Incentive Compensation Plan

104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

rell-ex101_16.htm

Exhibit 10.1

AMENDMENT TO

RICHARDSON ELECTRONICS, LTD.

AMENDED AND RESTATED EDWARD J. RICHARDSON

INCENTIVE COMPENSATION PLAN

WHEREAS, the Richardson Electronics, Ltd. Amended and restated Edward J. Richardson Incentive Plan (the “Plan”) was originally established for the purpose of providing Edward J. Richardson with annual incentive compensation based on the annual performance of Richardson Electronics, Ltd. (the “Corporation”) measured by objective corporate financial performance measures;

WHEREAS, on July 26, 2012, the Board of Directors approved certain amendments to and the restatement of the Plan to allow Mr. Richardson to participate in the greater of 2% of Net Income of the Corporation or the benefit to which he would be entitled if he were a participant in the “Management Incentive Compensation Plan” adopted by the Corporation for its other corporate executive officers;

WHEREAS, the Board now desires to amend the Plan to provide that, subject to the Committee’s discretion to reduce awards under the Plan, each Plan Year, Edward J. Richardson shall be entitled to an award under the Plan equal to the excess of two percent (2%) of the Corporation’s Net Income for such Plan Year over the benefit to which he is entitled under the Management Incentive Compensation Plan adopted by the Corporation for its other corporate executive officers.

NOW THEREFORE, the Board hereby amends the Plan in the following respects, effective as of October 24, 2022:

1.The definition of “Management Incentive Compensation Plan” as set forth in Section 2 of the Plan is amended in its entirety to read as follows:

“Management Incentive Compensation Plan” means, for purposes of this Plan, the agreement for the current Plan Year whereby corporate executive officers are awarded incentives based on total performance of the Corporation relative to the achievement of various targets tied to the annual revenue of the Corporation, total operating income of the corporation and the total cash and investments of the Corporation, or such other performance objectives as determined by the Committee from time to time.  The targets under the Management Incentive Compensation Plan shall be established in writing by the Committee at the beginning of the Plan Year and while the outcome of the objectives remains substantially uncertain. To the extent any documentation of the Management Incentive Compensation Plan is not consistent with the terms described herein, the incentive compensation hereunder shall be determined based on the terms of the Management Incentive Compensation Plan as described in this Plan.”

2.Section 4(a) of the Plan is amended in its entirety to read as follows:

“Subject to the Committee’s discretion to reduce awards under the Plan, each Plan Year, Edward J. Richardson shall be entitled to an award under the Plan equal to the excess of two percent (2%) of the Corporation’s Net Income for such Plan Year over the benefit to which he is entitled under the Management Incentive Compensation Plan adopted by the Corporation for its other corporate executive officers.”

3.Section 4(c) of the Plan is amended in its entirety to read as follows:

“Prior to any payment of cash under the Plan for a Plan Year, the Committee shall certify in writing the amount of Net Income or performance relative to the Measurable Performance Objectives and total Corporation performance objectives established for the Management Incentive Compensation Plan for such Plan Year.

IN WITNESS WHEREOF, this Amendment to the Restated Edward J. Richardson Incentive Compensation Plan has been executed by an authorized officer of the Corporation as of this 24^th^ day of October, 2022.

RICHARDSON ELECTRONICS, LTD.

By:  /s/ Robert J. Ben

Its:   Chief Financial Officer and Chief Accounting Officer