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Item 9A. Controls and Procedures

2022-06-09 compared with 2021-06-08 · 114 added, 126 removed, 89 unchanged (73% of the section changed)

CONTROLS AND PROCEDURES

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and

Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures (as

defined in the Securities Exchange Act of 1934, as amended, (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end

of the period covered by this report.

(a) Conclusion Regarding the Effectiveness of Disclosure Controls

and Procedures.

Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures

(as defined in the Securities Exchange Act of 1934, as amended, (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the

end of the period covered by this report.

Disclosure controls and procedures are designed to ensure that information required to be disclosed

24 unchanged sentences

the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles as of March

This annual report includes an attestation report of our independent registered

public accounting firm, Freed Maxick CPAs, P.C., regarding internal control over financial reporting.

This annual report includes an attestation report of our independent

registered public accounting firm, Freed Maxick CPAs, P.C., regarding internal control over financial reporting.

4 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated herein by reference

from our proxy statement for our 2021 Annual Meeting of Shareholders under the headings “Proposal One:

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated herein by

reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Proposal One:

Election of Directors,”

2 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference

from our proxy statement for our 2021 Annual Meeting of Shareholders under the headings “Executive Compensation” and “Director

Compensation,” which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 27, 2021 fiscal year

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

With the exception of the information presented in the table below, the

information required by this Item 12 is incorporated herein by reference from our proxy statement for our 2021 Annual Meeting of Shareholders

The information required by this Item 11 is incorporated herein by

reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Executive Compensation”

and “Director Compensation,” which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March

26, 2022 fiscal year end.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

With the exception of the information presented in the table below,

the information required by this Item 12 is incorporated herein by reference from our proxy statement for our 2022 Annual Meeting of Shareholders

under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management,” which

proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 26, 2022 fiscal year end.

Securities Authorized for Issuance Under Equity Compensation Plans as of

March 27, 2021:

Compensation Plan Information

Thousands, Except Per Share Amounts)

of securities

Securities Authorized for Issuance Under Equity Compensation Plans

as of March 26, 2022:

Equity Compensation Plan Information

(In Thousands, Except Per Share Amounts)

Plan category

Number of securities

upon exercise of

outstanding options

and restricted stock

Weighted average

exercise price of

outstanding options

Number of securities

remaining available

issuance under

upon exercise

equity compensation

in column (a))

for future issuance under

equity compensation plans

(excluding securities

reflected in column (a))

Equity compensation plans

approved by security holders

Equity compensation plans

not approved by security

Includes performance-based restricted stock units granted to officers and key employees pursuant to

our 2003 Incentive Plan.

not approved by security holders

(1) Includes time-vested restricted

stock units and performance-based restricted stock units granted to officers and key employees pursuant to our 2003 Plan and 2021 Incentive

See Note 6 to our Consolidated Financial Statements in Item 8 of Part II.

Does not include restricted stock units.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item

13 is incorporated herein by reference from our proxy statement for our 2021 Annual Meeting of Shareholders under the headings “Corporate

(2) Does not include restricted stock

(3) There are 119 shares available

for grant pursuant to our ESPP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

The information required by this

Item 13 is incorporated herein by reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Corporate

Governance” and “Certain Relationships and Related Transactions,” which proxy statement will be filed pursuant to Regulation

1 unchanged sentence

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference

from our proxy statement for our 2021 Annual Meeting of Shareholders under the heading “Proposal Three:

Ratification of Selection

of our Independent Registered Public Accounting Firm,” which proxy statement will be filed pursuant to Regulation 14A within 120

days after the March 27, 2021 fiscal year end.

The information required by this Item 14 is incorporated herein by

reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the heading “Proposal Three:

Ratification of

Selection of our Independent Registered Public Accounting Firm,” which proxy statement will be filed pursuant to Regulation 14A

within 120 days after the March 26, 2022 fiscal year end.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

See Index to Financial Statements included in Item 8 of Part II of this report.

(a) See Index to Financial Statements included in Item 8 of Part II of this report.

(b) Exhibits.

Index to Exhibits

Articles of Incorporation and Bylaws

Articles of Incorporation, as amended (the “Articles”), are incorporated herein by reference from Exhibit 4(a) to the Company’s

Registration Statement on Form S-8 (Registration No.

The Articles of Incorporation, as amended (the “Articles”), are incorporated herein by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No.

33-61665) filed on August 8, 1995.

of Amendment to the Articles is incorporated herein by reference from Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q

for the quarter ended September 30, 1999.

of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for

the year ended March 31, 2012.

of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q

for the quarter ended September 26, 2015.

of Regulations, as amended through May 1, 2019, are incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report

on Form 8-K filed on May 3, 2019.

Instruments Defining the Rights of Security Holders

of Securities is incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended

March 30, 2019.

Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.

Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015.

Code of Regulations, as amended through May 1, 2019, are incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.

(4) Instruments Defining

the Rights of Security Holders

4.1 Description of Securities is incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended March 30, 2019.

Material contracts

Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix A to the Company’s definitive proxy

statement filed on July 22, 2011 in connection with the 2011 Annual Meeting of Shareholders.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix A to the Company’s definitive proxy statement filed on July 22, 2011 in connection with the 2011 Annual Meeting of Shareholders.

Amendment No.

1 to the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix B to the Company’s

definitive proxy statement filed on July 26, 2013 in connection with the 2013 Annual Meeting of Shareholders.

Form of Award

Notice for Incentive Stock Options granted under the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit

10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2004.

Form of Performance-Based

Restricted Stock Unit Award Notice granted under the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated by reference

from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2016.

of Award Notice of Non-Qualified Stock Option (five-year expiration) granted under the Transcat, Inc.

2003 Incentive Plan, as Amended

and Restated, is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter

ended June 24, 2017.

of Award Notice of Long-Term Compensation Award granted under the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated

herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017.

of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc.

2003 Incentive

Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2018.

of Award Notice of Long-Term Compensation Awards granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein by

reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2018.

of Award Notice of Director Long-Term Compensation Award granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein

by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

of Award Notice of Director Non-Qualified Stock Option Award granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated

herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

and Restated Credit Facility Agreement, dated as of October 30, 2017, by and between Transcat, Inc.

and Manufacturers and Traders Trust

Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended

September 23, 2017.

and Restated Credit Facility Agreement Amendment 1, dated as of December 10, 2018, by and between Transcat, Inc.

and Manufacturers and

Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on

December 12, 2018.

and Restated Credit Facility Agreement Amendment 2, dated as of May 18, 2020, by and between Transcat, Inc, and Manufacturers and Traders

Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter

ended June 27, 2020.

Agreement between Gallina Development Corporation and Transcat, Inc.

dated November 28, 2017, is incorporated herein by reference from

Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.

Agreement between AK Leasehold I, LLC and Transcat, Inc.

dated May 21, 2019, is incorporated herein by reference from Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on May 28, 2019.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix B to the Company’s definitive proxy statement filed on July 26, 2013 in connection with the 2013 Annual Meeting of Shareholders.

Form of Award Notice for Incentive Stock Options granted under the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2004.

Form of Performance-Based Restricted Stock Unit Award Notice granted under the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2016.

Form of Award Notice of Non-Qualified Stock Option (five-year expiration) granted under the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017.

Form of Award Notice of Long-Term Compensation Award granted under the Transcat, Inc.

2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017.

Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2018.

Form of Award Notice of Long-Term Compensation Awards granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2018.

Form of Award Notice of Director Long-Term Compensation Award granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

Form of Award Notice of Director Non-Qualified Stock Option Award granted pursuant to the Transcat, Inc.

2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

Transcat, Inc.

Post-Retirement

Benefit Plan for Officers (Amended and Restated Effective April 2, 2012) is incorporated herein by reference from Exhibit 10.1 to the

Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 99.3 to the Company’s Post-Effective Amendment No.

1 to Form S-8 (Registration No.

333-191631) filed on October 13, 2021.

Form of Award Agreement of Director Long-Term Compensation Award Granted Pursuant to the Transcat, Inc.

2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.

Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc.

2021 Stock Incentive Plan.

Amended and Restated Credit Facility Agreement, dated as of October 30, 2017, by and between Transcat, Inc.

and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 23, 2017.

Amended and Restated Credit Facility Agreement Amendment 1, dated as of December 10, 2018, by and between Transcat, Inc.

and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2018.

Amended and Restated Credit Facility Agreement Amendment 2, dated as of May 18, 2020, by and between Transcat, Inc, and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020.

Second Amended and Restated Credit Facility Agreement, dated as of July 7, 2021, by and between Transcat, Inc.

and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 12, 2021.

Lease Agreement between Gallina Development Corporation and Transcat, Inc.

dated November 28, 2017, is incorporated herein by reference from Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.

Lease Agreement between AK Leasehold I, LLC and Transcat, Inc.

dated May 21, 2019, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2019.

Transcat, Inc.

Executive Officer and Director Share Repurchase Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on November 4, 2011.

2009 Insider Stock Sales Plan, as amended, is incorporated herein by reference from Exhibit 10.17 to the Company’s Annual Report

on Form 10-K for the year ended March 31, 2012.

Agreement for

Severance Upon Change in Control between Transcat, Inc.

Rudow dated as of May 7, 2012 is incorporated herein by reference from

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2012.

Purchase Agreement, dated February 21, 2020, by and among Transcat, Inc., TTE Laboratories Inc., Benjamin Leverone and Michael Anema is

incorporated herein by reference from Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended March 28, 2020.

Post-Retirement Benefit Plan for Officers (Amended and Restated Effective April 2, 2012) is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

Transcat, Inc.

Executive Officer and Director Share Repurchase Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2011.

Transcat, Inc.

2009 Insider Stock Sales Plan, as amended, is incorporated herein by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

Agreement for Severance Upon Change in Control between Transcat, Inc.

Rudow dated as of May 7, 2012 is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2012.

Share Purchase Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.

Registration Rights Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.

Membership Unit Purchase Agreement, dated as of December 31, 2021, by and among Transcat, Inc., Kevin M.

Broderick and Andrea Broderick is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2021.

Subsidiaries of the registrant

2 unchanged sentences

Rule 13a-14(a)/15d-14(a) Certifications

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Section 1350 Certifications

Certification Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Interactive Data File

8 unchanged sentences

Management contract or compensatory plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) 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.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) 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.

TRANSCAT, INC.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Director, President and Chief Executive Officer

12 unchanged sentences

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