What changed in this filing

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Item 9A. Controls and Procedures

2022-08-01 compared with 2021-08-02 · 45 added, 21 removed, 127 unchanged (34% of the section changed)

8 unchanged sentences

Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of our internal control over financial reporting as of May 28, 2022 based on the framework in the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

3 unchanged sentences

There have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Richardson Electronics, Ltd.

LaFox, Illinois

Opinion on Internal Control over Financial Reporting

We have audited Richardson Electronics Ltd.’s (the “Company’s”) internal control over financial reporting as of May 28, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 28, 2022, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of May 28, 2022 and May 29, 2021, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended May 28, 2022, and the related notes and our report dated August 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

Chicago, Illinois

August 1, 2022

Other Information

22 unchanged sentences

Exhibits and Financial Statement Schedules

See Exhibit Index.

Financial Statements and Financial Statement Schedules.

Our consolidated financial statements being filed as part of this Form 10-K are filed on Item 8 of this Form 10-K.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

Exhibits and Financial Statement Schedules

List of Documents Filed as a Part of This Report:

1 unchanged sentence

Consolidated Balance Sheets as of May 28, 2022 and May 29, 2021.

Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended May 29, 2021, May 30, 2020 and June 1, 2019.

Consolidated Statements of Cash Flows for each of the three years ended May 29, 2021, May 30, 2020 and June 1, 2019.

Consolidated Statements of Stockholders’ Equity for each of the three years ended May 29, 2021, May 30, 2020 and June 1, 2019.

Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended May 28, 2022, May 29, 2021 and May 30, 2020.

Consolidated Statements of Cash Flows for each of the three years ended May 28, 2022, May 29, 2021 and May 30, 2020.

Consolidated Statements of Stockholders’ Equity for each of the three years ended May 28, 2022, May 29, 2021 and May 30, 2020.

Notes to Consolidated Financial Statements.

1 unchanged sentence

Index to Financial Statement Schedules:

All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.

All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required See Exhibit Index.

Financial Statements and Financial Statement Schedules.

Our consolidated financial statements being filed as part of this Form 10-K are filed on Item 8 of this Form 10-K.

Form 10-K Summary

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Peloquin (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 27, 2014).

Form of Non-Qualified Stock Option Agreement issued under the Richardson Electronics, Ltd.

Employees’ 2001 Incentive Compensation Plan (incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008).

Employment, Nondisclosure and Non-Compete Agreement between the Company and Lee A.

5 unchanged sentences

Employment, Nondisclosure and Non-Compete Agreement between the Company and Robert J.

Ben dated as of August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2015.

Ben dated as of August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the SEC on August 7, 2015).

Form of Restricted Stock Award Agreement Pursuant to the Richardson Electronics, Ltd.

7 unchanged sentences

Amendment, dated May 11, 2021, to the Employment, Nondisclosure and Non-Compete Agreement between the Company and Lee A.

McIntyre III dated June 15, 2015.

McIntyre III dated June 15, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2022).

Richardson Electronics, Ltd.

1 unchanged sentence

Form of Restrictive Stock Award Agreement Pursuant to the Richardson Electronics, Ltd.

Amended and Restated 2011 Long-Term Incentive Plan.

Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2022).

Form of Nonqualified Stock Option Award for Employees Pursuant to the Richardson Electronics, Ltd.

Amended and Restated 2011 Long-Term Incentive Plan.

Corporate Code of Conduct (incorporated by reference to and Form 8-K filed on June 4, 2012).

Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2022).

Richardson Electronics, LTD.

Code of Conduct.

Subsidiaries of the Company .

1 unchanged sentence

Certification of Edward J.

Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I) .

Richardson pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I) .

Certification of Robert J.

Ben pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I ).

Ben pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I ).

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I) .

18 unchanged sentences

(Principal Financial and Accounting Officer)

August 2, 2021

/s/ Jacques Belin

3 unchanged sentences

August 1, 2022

/s/ Kenneth Halverson

3 unchanged sentences

August 1, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures