RELIABILITY INC 10-Q

Item 5. Other Information On July 15, 2020, Larry Gaffey, a member of the Board of Directors of the Company and a member of the Audit and Compensation Committees thereof, notified the Company of his intention to retire from the Company’s Board of Directors for personal reasons, effective July 15, 2020. Mr. Gaffey did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices. On August 10, 2020, the Company appointed Louis Parks to the Board of Directors. Generally, Mr. Parks will serve as an independent director under the Company’s criteria for determining director independence. Mr. Parks was also appointed as a member of each of the Company’s Compensation Committee and Audit Committee. Louis A. Parks is Managing Member at Tyro Capital Management LLC, serving as the firm’s COO, CFO and CCO. Mr. Parks has spent over 30 years on Wall Street in various capacities of senior management. In addition, he is an investor who focuses on providing capital and expertise to small companies. Mr. Parks was previously Senior Managing Director, Head of Equities at CL King & Associates as well as Senior Managing Director, Head of Equity Trading at Raymond James Financial. Mr. Parks began his career as an institutional equity sales trader covering both domestic and international accounts for Morgan Stanley & Company and Sanford C. Bernstein & Company. Mr. Parks holds Master of Business Administration and Master of Arts degrees from Columbia University, as well as Bachelor of Arts degrees from Columbia University, magna cum laude, Phi Beta Kappa and New York University, cum laude. He serves on several not-for-profit boards and was the recipient of Columbia University’s 2018 Alumni Medal. There are no arrangements or understandings between Mr. Parks and any other person pursuant to which Mr. Parks was appointed to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Mr. Parks will receive the same compensation for service on the Board as that of the other non-employee directors of the Company. Non-employee directors, including Mr. Parks, are entitled to receive $5,000 per quarter as compensation for their Board service. Upon his appointment to the Board, the Company entered into its standard form of indemnification agreement for directors with Mr. Parks, which indemnification agreement, among other matters, is intended to provide indemnification rights to the fullest extent permitted under applicable law, including the applicable indemnification rights statutes in the State of Texas, and is in addition to any rights a director may have under the Company’s organizational documents. The Company’s form of indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2019 and incorporated herein by reference. 27 Item 6. Exhibits : The following exhibits are filed as part of this report: 31.1 CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. 31.2 CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. 32.1 CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL). 28 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 thereunto duly authorized. RELIABILITY INCORPORATED (Registrant) November 12, 2020 /s/ Nick Tsahalis Reliability President and Maslow Chief Executive Officer /s/ Mark Speck Secretary and Chief Financial Officer 29 Index to Exhibits Exhibit No. Description 31.1 CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. 31.2 CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. 32.1 CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL). ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections 30