Richardson Electronics(RELL) - 2026 Q1 - Quarterly Report

Part I. Financial Information This section presents the company's unaudited consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the reporting period Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Richardson Electronics, Ltd., including the Balance Sheets, Statements of Comprehensive Income, Statements of Cash Flows, and Statements of Stockholders' Equity, along with detailed notes explaining the company's accounting policies, segment information, and other financial disclosures Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time - Total Assets increased from $195.8 million to $200.1 million between May 31, 2025, and August 30, 2025[12] - Total Liabilities increased from $39.2 million to $40.7 million between May 31, 2025, and August 30, 2025[12] - Total Stockholders' Equity increased from $156.7 million to $159.4 million between May 31, 2025, and August 30, 2025[12] Key Balance Sheet Data (in millions) | Metric | August 30, 2025 | May 31, 2025 | Change | | :-------------------------------- | :-------------- | :------------- | :----- | | Cash and cash equivalents | $35.7 | $35.9 | -$0.2 | | Accounts receivable, net | $27.0 | $24.1 | +$2.9 | | Inventories, net | $104.6 | $102.8 | +$1.8 | | Total current assets | $170.3 | $165.9 | +$4.4 | | Total assets | $200.1 | $195.8 | +$4.2 | | Accounts payable | $23.2 | $21.3 | +$1.8 | | Total current liabilities | $38.7 | $36.8 | +$1.9 | | Total liabilities | $40.7 | $39.2 | +$1.5 | | Total stockholders' equity | $159.4 | $156.7 | +$2.7 | Unaudited Consolidated Statements of Comprehensive Income This statement details the company's financial performance, including net sales, gross profit, operating income, and net income, over a specific reporting period - Net Sales increased by 1.6% to $54.6 million for the three months ended August 30, 2025, from $53.7 million in the prior year period[14] - Net Income significantly increased to $1.9 million for the three months ended August 30, 2025, compared to $0.6 million for the same period in the prior year[14] - Diluted EPS (Common Stock) rose to $0.13 for the three months ended August 30, 2025, from $0.04 in the prior year period[14] Key Income Statement Data (in millions, except per share amounts) | Metric | Three Months Ended August 30, 2025 | Three Months Ended August 31, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | :----------- | | Net sales | $54.6 | $53.7 | +$0.9 | | Cost of sales | $37.7 | $37.3 | +$0.4 | | Gross profit | $16.9 | $16.4 | +$0.5 | | Operating income | $1.0 | $0.3 | +$0.7 | | Income before income taxes | $2.3 | $0.6 | +$1.7 | | Income tax provision | $0.4 | $0.1 | +$0.4 | | Net income | $1.9 | $0.6 | +$1.3 | | Comprehensive income | $3.0 | $1.2 | +$1.7 | | Common stock - Diluted EPS | $0.13 | $0.04 | +$0.09 | Unaudited Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company across its operating, investing, and financing activities over a specific period - Net Cash Provided by Operating Activities increased significantly to $1.4 million for the three months ended August 30, 2025, from $0.4 million in the prior year period[17] - Net Cash Used in Investing Activities increased slightly to $1.0 million for the three months ended August 30, 2025, from $0.9 million in the prior year period, primarily due to capital expenditures[17] - Net Cash Used in Financing Activities remained relatively stable at $0.9 million for the three months ended August 30, 2025, compared to $0.9 million in the prior year period, mainly due to dividend payments[17] Key Cash Flow Data (in millions) | Metric | Three Months Ended August 30, 2025 | Three Months Ended August 31, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | :----------- | | Net cash provided by operating activities | $1.4 | $0.4 | +$1.0 | | Net cash used in investing activities | ($1.0) | ($0.9) | -$0.1 | | Net cash used in financing activities | ($0.9) | ($0.9) | -$0.0 | | Decrease in cash and cash equivalents | ($0.2) | ($1.2) | +$1.0 | | Cash and cash equivalents at end of period | $35.7 | $23.0 | +$12.6 | Unaudited Consolidated Statements of Stockholders' Equity This statement outlines the changes in the company's equity accounts, including common stock, retained earnings, and comprehensive income, over a specific period - Total Stockholders' Equity increased to $159.4 million as of August 30, 2025, from $156.7 million as of May 31, 2025[20] - Net income contributed $1.9 million to equity for the three months ended August 30, 2025[20] - Dividends paid totaled $0.7 million for common stock and $0.1 million for Class B common stock during the three months ended August 30, 2025[20] Key Stockholders' Equity Data (in millions) | Metric | August 30, 2025 | May 31, 2025 | Change | | :-------------------------------- | :-------------- | :------------- | :----- | | Common Stock (shares) | 12,444 | 12,362 | +82 | | Class B Common Stock (shares) | 2,049 | 2,049 | 0 | | Additional Paid-In Capital | $75.0 | $74.4 | +$0.6 | | Retained Earnings | $80.4 | $79.3 | +$1.1 | | Accumulated Other Comprehensive Income | $3.2 | $2.2 | +$1.1 | | Total Stockholders' Equity | $159.4 | $156.7 | +$2.7 | Notes to Unaudited Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited consolidated financial statements, covering company description, basis of presentation, new accounting pronouncements, summary of accounting policies, revolving credit facility, lease obligations, income taxes, earnings per share, segment information, and risks and uncertainties 1. Description of the Company This note provides an overview of Richardson Electronics, Ltd.'s business, its global operations, and recent strategic realignments - Richardson Electronics, Ltd. is a global manufacturer of engineered solutions, green energy products, power grid and microwave tubes, and related consumables[23] - The company serves customers across diverse markets including alternative energy, healthcare, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor[24] - On January 24, 2025, the company sold a substantial portion of its Healthcare business assets to DirectMed Imaging, LLC and entered into an exclusive 10-year global supply agreement for repaired Siemens CT X-ray tubes[25] - As of June 1, 2025, the company realigned its operating segments from four (Power and Microwave Technologies, Green Energy Solutions, Canvys, and Healthcare) to three (PMT, GES, and Canvys), integrating Healthcare into PMT[26] 2. Basis of Presentation This note explains the accounting principles and reporting standards used in preparing the interim consolidated financial statements - The Unaudited Consolidated Financial Statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions[28] - Both the first quarter of fiscal 2026 and fiscal 2025 contained 13 weeks[29] - The company reports financial performance based on three operating and reportable segments, with prior period information retrospectively recast[30] 3. New Accounting Pronouncements - Not Yet Adopted This note identifies recently issued accounting standards that have not yet been adopted and their potential impact on the company's financial statements - ASU 2023-09 (Income Taxes) expands income tax disclosures, effective for fiscal years beginning after December 15, 2024; the company is evaluating its impact[31] - ASU 2024-03 (Income Statement) requires disaggregated expense disclosures, effective for annual periods after December 15, 2026, and interim periods after December 15, 2027; the company is evaluating its potential impact[32] 4. Summary of Accounting Policies This note details the significant accounting policies used in preparing the financial statements, including those for inventories, intangible assets, and revenue recognition - Net inventories were $104.6 million as of August 30, 2025, up from $102.8 million at May 31, 2025. Inventory reserves were approximately $7.7 million as of August 30, 2025[33][34] - Net intangible assets were $0.3 million as of August 30, 2025, down from $0.3 million at May 31, 2025, with a weighted average remaining amortization period of 6.6 years[35][36] - Revenue is primarily derived from product sales, with performance obligations satisfied upon shipment or delivery. Services revenue consistently accounts for less than 5% of total revenues[41][42] - Contract liabilities increased to $4.7 million as of August 30, 2025, from $4.5 million at May 31, 2025. The company recognized $1.6 million of revenue from contract liabilities during the three months ended August 30, 2025[47] 5. Revolving Credit Facility This note describes the company's revolving credit facility, including its terms, borrowing limits, and compliance with financial covenants - The company has a three-year Revolving Credit Facility with PNC Bank N.A., maturing March 20, 2026, with a maximum borrowing of $30 million[50][51] - On October 7, 2025, the company executed a three-year extension to the Credit Agreement, with a maximum borrowing limit of $20 million[52] - The company was in compliance with financial covenants as of August 30, 2025, and no amounts were outstanding under the facility[51][53] 6. Lease Obligations This note details the company's lease assets and liabilities, including operating lease expenses and weighted average lease terms - Right of use lease assets were $2.0 million and total lease liabilities were $2.0 million ($1.2 million current, $0.9 million non-current) as of August 30, 2025[57] - Consolidated operating lease expense was $0.4 million for the three months ended August 30, 2025, compared to $0.4 million in the prior year period[57] - The weighted average remaining lease term was 2.2 years as of August 30, 2025, with a weighted average interest rate of 5.3%[57] 7. Income Taxes This note provides information on the company's income tax provision, effective tax rate, valuation allowances, and the impact of recent tax law modifications - The income tax provision was $0.4 million for Q1 fiscal 2026, up from $0.1 million for Q1 fiscal 2025[58] - The effective tax rate increased to 18.1% for Q1 fiscal 2026 from 9.0% for Q1 fiscal 2025, reflecting changes in geographical distribution of income/loss[58] - The valuation allowance was $2.9 million as of August 30, 2025, primarily related to state NOLs and deferred tax assets in foreign jurisdictions[62] - The 'One Big Beautiful Bill Act' (OBBBA) introduced significant tax law modifications, including permanent 100% bonus depreciation and domestic research cost expensing, which are being evaluated for future impact[63] 8. Earnings Per Share This note explains the calculation of basic and diluted earnings per share for common and Class B common stock, using the two-class method - Earnings per share are computed using the two-class method due to Class B common stock being a participating convertible security[65] - Common stock diluted EPS was $0.13 for Q1 fiscal 2026, up from $0.04 for Q1 fiscal 2025[67] - Class B common stock diluted EPS was $0.12 for Q1 fiscal 2026, up from $0.04 for Q1 fiscal 2025[67] Undistributed Earnings (Loss) (in millions) | Metric | Three Months Ended August 30, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Net income | $1.9 | $0.6 | | Less dividends: Common stock | $0.7 | $0.7 | | Less dividends: Class B common stock | $0.1 | $0.1 | | Undistributed earnings (loss) | $1.1 | ($0.3) | 9. Segment Information This note provides financial data by operating segment, including sales and gross profit, reflecting the company's recent segment realignment - Effective June 2025, the company realigned its operating segments from four to three: Power and Microwave Technologies (PMT), Green Energy Solutions (GES), and Canvys, integrating the Healthcare segment into PMT[69][70] - PMT sales increased 2.8% YoY, GES sales decreased 10.2% YoY, and Canvys sales increased 8.3% YoY for the three months ended August 30, 2025[75] Segment Sales and Gross Profit (in millions) | Segment | Sales (Aug 30, 2025) | Sales (Aug 31, 2024) | % Change | Gross Profit (Aug 30, 2025) | Gross Profit (Aug 31, 2024) | Gross Margin (Aug 30, 2025) | Gross Margin (Aug 31, 2024) | | :------ | :------------------- | :------------------- | :------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | PMT | $39.1 | $38.0 | 2.8% | $12.2 | $11.4 | 31.3% | 30.1% | | GES | $7.3 | $8.1 | -10.2% | $2.2 | $2.4 | 29.6% | 29.4% | | Canvys | $8.3 | $7.6 | 8.3% | $2.6 | $2.6 | 30.9% | 34.3% | | Total | $54.6 | $53.7 | 1.6% | $16.9 | $16.4 | 31.0% | 30.6% | 10. Risks and Uncertainties This note highlights the various economic, geopolitical, and operational risks that could potentially impact the company's business and financial performance - The business is exposed to risks and uncertainties from economic pressures (inflation, rising interest rates, recession), geopolitical and public health issues, and tightening labor markets[76] - These factors could disrupt operations and materially adversely affect the company's business, results of operations, cash flows, and financial condition[76] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and significant developments, including a business overview, detailed analysis of results of operations for the first quarter of fiscal 2026 compared to fiscal 2025, and a discussion of liquidity, financial position, and capital resources Introduction This introductory section outlines the purpose of the MD&A, which is to provide insights into the company's financial performance and future outlook - The MD&A aims to help readers understand the company's business, results of operations, financial condition, and significant developments[79] - The report contains forward-looking statements that involve risks, uncertainties, and assumptions, and the company does not undertake to update them[77] Business Overview This section provides a general description of Richardson Electronics, Ltd.'s global operations, product offerings, and segment structure - Richardson Electronics, Ltd. is a global manufacturer of engineered solutions, green energy products, power grid and microwave tubes, and customized display solutions, with over 55% of products manufactured in-house or by partners[80] - The company's operations are subject to tariffs and trade protection measures; while recent modifications did not materially impact Q1 FY26, future changes could negatively affect sales and gross margins[81][84] - The company operates with three reportable segments: Power and Microwave Technologies (PMT), Green Energy Solutions (GES), and Canvys[85][86][87] Results of Operations This section provides a detailed analysis of the company's consolidated and segment-specific financial performance for the three months ended August 30, 2025, compared to the same period in the prior fiscal year, covering net sales, gross profit, operating expenses, and net income Financial Summary – Three Months Ended August 30, 2025 This summary highlights key financial performance indicators for the first quarter of fiscal year 2026, including sales, gross margin, operating income, and net income - Net sales increased 1.6% to $54.6 million for Q1 FY26 compared to $53.7 million for Q1 FY25[93] - Gross margin increased to 31.0% for Q1 FY26 from 30.6% for Q1 FY25[93] - Operating income increased to $1.0 million for Q1 FY26 compared to $0.3 million for Q1 FY25[93] - Net income increased to $1.9 million for Q1 FY26 compared to $0.6 million for Q1 FY25[93] Net Sales and Gross Profit Analysis This analysis examines the drivers behind changes in consolidated net sales and gross profit, including segment contributions and margin factors - Consolidated net sales increased 1.6% YoY to $54.6 million, driven by PMT and Canvys, partially offset by a decrease in GES[90] - Consolidated gross profit increased to $16.9 million (Q1 FY26) from $16.4 million (Q1 FY25), with gross margin improving to 31.0% from 30.6%[92] - Gross margin increase was mainly due to favorable product mix and improved manufacturing absorption in PMT and favorable product mix in GES, partially offset by unfavorable product mix and higher freight costs in Canvys[92] Segment Sales Performance (in millions) | Segment | August 30, 2025 | August 31, 2024 | % Change | | :------ | :-------------- | :-------------- | :------- | | PMT | $39.1 | $38.0 | 2.8% | | GES | $7.3 | $8.1 | -10.2% | | Canvys | $8.3 | $7.6 | 8.3% | | Total | $54.6 | $53.7 | 1.6% | Power and Microwave Technologies (PMT) This section analyzes the sales and gross margin performance of the Power and Microwave Technologies segment, highlighting key growth drivers and offsetting factors - PMT net sales increased 2.8% to $39.1 million during Q1 FY26, primarily due to increased sales of engineered solutions for the semiconductor wafer fabrication market and higher sales of electron tubes[94] - The decline in healthcare sales (CT tubes) due to the asset sale to DirectMed partially offset the sales growth[94] - Gross margin as a percentage of net sales increased to 31.3% during Q1 FY26 from 30.1% due to product mix and improved manufacturing absorption[94] Green Energy Solutions (GES) This section reviews the sales and gross margin performance of the Green Energy Solutions segment, identifying factors contributing to its changes - GES net sales decreased 10.2% to $7.2 million during Q1 FY26, mainly due to the non-recurrence of a large EV Locomotive order from the prior year quarter[95] - Gross margin as a percentage of net sales increased to 29.6% during Q1 FY26 from 29.4% due to product mix[95] Canvys This section examines the sales and gross margin performance of the Canvys segment, detailing the drivers of its revenue growth and margin fluctuations - Canvys net sales increased 8.3% to $8.3 million during Q1 FY26, driven by higher sales in the European markets[96] - Gross margin as a percentage of net sales decreased to 30.9% during Q1 FY26 from 34.3% primarily due to product mix and higher freight costs[96] Selling, General and Administrative Expenses (SG&A) This section analyzes the changes in selling, general, and administrative expenses, including their impact on overall operating efficiency - SG&A expenses decreased slightly to $16.0 million for Q1 FY26 from $16.1 million for Q1 FY25, a decrease of less than 1%[97] - The decrease mainly reflected lower travel costs[97] - Expressed as a percentage of net sales, SG&A was 29.2% for Q1 FY26 compared to 30.0% in Q1 FY25[97] Other Income/Expense This section details the components of other income and expense, explaining significant changes such as non-recurring gains and foreign exchange impacts - Total other income increased significantly to $1.4 million for Q1 FY26 compared to $0.3 million for Q1 FY25[99] - The increase was mainly due to a non-recurring gain of $0.9 million[99] - Other income includes interest income, foreign exchange gains, and foreign exchange losses, primarily from U.S. dollars held in non-U.S. entities[98] Income Tax Provision This section discusses the company's income tax provision, effective tax rate, valuation allowance, and the potential effects of new tax legislation - The income tax provision was $0.4 million for Q1 fiscal 2026, up from $0.1 million for Q1 fiscal 2025[100] - The effective income tax rate increased to 18.1% for Q1 fiscal 2026 from 9.0% for Q1 fiscal 2025, reflecting changes in geographical distribution of income/loss and utilization of the U.S. research and development credit[100] - The company maintains a valuation allowance of $2.9 million as of August 30, 2025, primarily related to state NOLs and deferred tax assets in foreign jurisdictions[102] - The 'One Big Beautiful Bill Act' (OBBBA) introduced significant tax law modifications, including permanent 100% bonus depreciation and domestic research cost expensing, which are being evaluated for future impact on financial position, operations, and cash flows[103] Net Income and Per Share Data This section presents the company's net income and earnings per share for both common and Class B common stock, highlighting period-over-period changes - Net income for Q1 fiscal 2026 was $1.9 million, significantly up from $0.6 million for Q1 fiscal 2025[104] - Diluted common stock EPS was $0.13 for Q1 fiscal 2026, compared to $0.04 for Q1 fiscal 2025[104] - Diluted Class B common stock EPS was $0.12 for Q1 fiscal 2026, compared to $0.04 for Q1 fiscal 2025[104] Liquidity, Financial Position and Capital Resources This section discusses the company's sources and uses of cash, its financial position, and capital resources, highlighting cash balances, liquidity requirements, and cash flow activities from operations, investing, and financing - Cash and cash equivalents were $35.7 million at August 30, 2025, with $16.5 million in North America, $10.1 million in Europe, $1.0 million in Latin America, and $8.1 million in Asia/Pacific[107] - The company believes existing liquidity sources and operating cash flows will be sufficient to meet capital requirements and working capital needs for the next twelve months[110] - On October 7, 2025, the company extended its Revolving Credit Facility for three years with a maximum borrowing limit of $20 million; no amounts were outstanding as of August 30, 2025[112][111] Cash Flows from Operating Activities This section analyzes the cash generated or used by the company's core business operations, detailing adjustments for non-cash items and changes in working capital - Operating activities generated $1.4 million of cash during Q1 fiscal 2026, compared to $0.4 million in Q1 fiscal 2025[114][115] - Q1 FY26 net income of $1.9 million was adjusted for non-cash items including $0.6 million share-based compensation, $0.1 million inventory provisions, $0.5 million unrealized foreign exchange gain, and $1.0 million depreciation and amortization[114] - Changes in operating assets and liabilities utilized $1.8 million in cash during Q1 FY26, primarily due to a $2.7 million increase in accounts receivable and a $0.6 million increase in inventories, partially offset by a $1.5 million increase in accounts payable and accrued liabilities[114] Cash Flows from Investing Activities This section details the cash used or provided by the company's investing activities, primarily focusing on capital expenditures - Cash used in investing activities was $1.0 million during Q1 fiscal 2026, compared to $0.9 million in Q1 fiscal 2025[116][117] - The primary use of cash was for capital expenditures related to IT systems and LaFox manufacturing and facilities, supporting the PMT and GES segments[116][117] Cash Flows from Financing Activities This section outlines the cash flows related to the company's financing activities, including dividend payments and stock issuances - Cash used in financing activities was $0.9 million during Q1 fiscal 2026, similar to $0.9 million in Q1 fiscal 2025[119] - This primarily resulted from $0.9 million of dividend payments to stockholders, partially offset by $0.1 million of proceeds from stock issuance[119] - Future dividend payments are at the discretion of the Board of Directors, dependent on earnings, capital requirements, and operating conditions[118] Critical Accounting Estimates This section confirms that there have been no material changes to the company's critical accounting estimates from its previous annual report - There have been no material changes in critical accounting estimates from those disclosed in the Annual Report on Form 10-K for the year ended May 31, 2025[121] - Assumptions, judgments, and estimates are regularly evaluated and discussed with the Audit Committee of the Board of Directors[120] Impact of New Accounting Standards This section refers to Note 3 for details on recently issued accounting pronouncements and their potential effects on the company - Information about recently issued accounting pronouncements is provided in Note 3, 'New Accounting Pronouncements - Not Yet Adopted'[122] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section addresses the company's exposure to market risks, primarily foreign currency exchange risk, and how these risks are managed through normal operating and financing activities Risk Management and Market Sensitive Financial Instruments This section describes the company's approach to managing financial risks, particularly foreign currency exchange risk, without using derivative instruments - The primary financial risk is foreign currency exchange, as certain operations, assets, and liabilities are denominated in foreign currencies[123] - These risks are managed through normal operating and financing activities; the company does not currently utilize derivative instruments for foreign currency exposure[98][123] - Additional market risk disclosures are set forth in Part I, Item 1A, 'Risk Factors' of the Annual Report on Form 10-K[124] Item 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting (a) Evaluation of Disclosure Controls and Procedures This section reports on management's assessment of the effectiveness of the company's disclosure controls and procedures - Management, with CEO and CFO participation, evaluated the effectiveness of disclosure controls and procedures as of August 30, 2025[125] - It was concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[126] (b) Changes in Internal Control over Financial Reporting This section confirms that no material changes occurred in the company's internal control over financial reporting during the first fiscal quarter - No changes in internal control over financial reporting occurred during Q1 fiscal 2026 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[127] Part II. Other Information This section provides additional disclosures not covered in Part I, including legal proceedings, risk factors, equity sales, and other miscellaneous information Item 1. Legal Proceedings This section reports on any legal proceedings involving the company - The company reported no legal proceedings[130] Item 1A. Risk Factors This section refers to the risk factors previously disclosed in the company's annual report - There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended May 31, 2025[130] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on any unregistered sales of equity securities and the use of proceeds - No unregistered sales of equity securities or use of proceeds were reported[131] Item 3. Defaults Upon Senior Securities This section reports on any defaults upon senior securities - This item is not applicable to the company[132] Item 4. Mine Safety Disclosures This section reports on mine safety disclosures - This item is not applicable to the company[133] Item 5. Other Information This section provides other information not covered elsewhere, including Form 8-K disclosures related to the annual meeting of stockholders a) Form 8-K disclosures for the quarter covered by this Form 10-Q%20Form%208-K%20disclosures%20for%20the%20quarter%20covered%20by%20this%20Form%2010-Q) This section summarizes the key disclosures from Form 8-K filings during the quarter, including outcomes of the annual stockholders' meeting - The company held its annual meeting of stockholders on October 7, 2025[135] - Stockholders elected directors, ratified BDO USA, P.C. as independent auditor, approved executive compensation (advisory), approved an amendment to the 2011 Long-Term Incentive Plan, and approved an increase in authorized common stock shares[135] Voting Results for Director Election | 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 proposal to increase the number of authorized shares of common stock was approved with 29,613,049 combined votes 'FOR' from Common and Class B stock[139] c) 10b5-1 trading arrangements%2010b5-1%20trading%20arrangements) This section reports on any 10b5-1 trading arrangements in place during the reporting period - No 10b5-1 trading arrangements were reported[140] Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including corporate governance documents, credit agreements, certifications, and XBRL financial information - Key exhibits include the Second Amended and Restated Certificate of Incorporation, Second Amendment to the Credit Agreement, Section 302 and 906 certifications, and Inline XBRL financial information[142] Signatures This section contains the required signatures for the Form 10-Q filing - The report was signed by Robert J. Ben, Chief Financial Officer and Chief Accounting Officer, on behalf of Richardson Electronics, Ltd. on October 9, 2025[147]