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Item 9A. Controls and Procedures

2023-06-06 compared with 2022-06-09 · 85 added, 133 removed, 70 unchanged (76% of the section changed)

CONTROLS AND PROCEDURES

(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

in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer

and principal financial officer to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive

officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.

(b) Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

internal control system was 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 in the United States of America.

In designing and evaluating our internal control system, we recognize that any controls and procedures, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and that the effectiveness

of any system has inherent limitations including, but not limited to, the possibility of human error and the circumvention or overriding

of controls and procedures.

Management, including the principal executive officer and the principal financial officer, is required to

apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent limitations in

a cost-effective control system, misstatements due to error or fraud may occur and not be detected in a timely manner.

An evaluation was performed under the supervision and with the participation

of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and

operation of our procedures and internal control over financial reporting using the framework and criteria described in the Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

evaluation, our management, including our principal executive officer and our principal financial officer, concluded that our internal

control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and

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.

(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 in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.

(b) Management ’

s Annual Report on Internal Control over Financial Reporting.

Management's report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.

has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this annual

report (our fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this annual report (our fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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 2022 Annual Meeting of Shareholders under the headings “Proposal One:

Election of Directors,”

“Corporate Governance,” “Executive Officers and Senior Management,” and “Delinquent Section 16(a) Reports,”

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

The information required by this Item 10 is incorporated herein by reference from our proxy statement for our 2023 Annual Meeting of Shareholders under the headings "Proposal One:

Election of Directors," "Corporate Governance" and "Executive Officers and Senior Management," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 25, 2023 fiscal year end.

EXECUTIVE COMPENSATION

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 26, 2022:

The information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2023 Annual Meeting of Shareholders under the headings "Compensation Discussion and Analysis," "Director Compensation," "Compensation Committee Report," "CEO Pay Ratio," and "Pay Versus Performance," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 25, 2023 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 2023 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 25, 2023 fiscal year end.

Securities Authorized for Issuance Under Equity Compensation Plans as of March 25, 2023:

Equity Compensation Plan Information

(In Thousands, Except Per Share Amounts)

Plan category

Number of securities

upon exercise of

remaining available

securities to be

for future issuance

compensation plans

outstanding options

and restricted stock

Weighted-average

and restricted stock

exercise price of

securities reflected

Plan category

outstanding options

Number of securities

remaining available

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 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

in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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 Plan.

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

(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

14A within 120 days after the March 26, 2022 fiscal year end.

The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which do not have an exercise price.

There are 112 shares available for grant pursuant to our ESPP.

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 2023 Annual Meeting of Shareholders under the headings “Corporate Governance”

and “Certain Relationships and Related Transactions,”

which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 25, 2023 fiscal year end.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

(b) Exhibits.

The information required by this Item 14 is incorporated herein by reference from our proxy statement for our 2023 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 25, 2023 fiscal year end.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Index to Exhibits

Articles of Incorporation and Bylaws

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.

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.

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.

Instruments Defining the Rights of Security Holders

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.

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.

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.

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.

1 unchanged sentence

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.

2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2022.

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

2021 Stock 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 June 25, 2022.

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.

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.

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.

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.

Subsidiaries of the registrant

7 unchanged sentences

Interactive Data File

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit filed with this report.

Furnished with this report.

Management contract or compensatory plan or arrangement.

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.

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.

Date:  June 6, 2023

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

(Principal Executive Officer)

Vice President of Finance and

/s/ Thomas L.

Senior Vice President of Finance and

Chief Financial Officer

7 unchanged sentences

/s/ Richard J.

/s/ Angela J.

/s/ Cynthia Langston

Cynthia Langston

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