Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on April 1, 2025, Scott D. Deverell notified Transcat, Inc. (the "Company") of his intention to retire from his position as the Company's corporate controller and principal accounting officer. Effective as of September 10, 2025, Kristina Johnston was appointed as the Company's principal accounting officer. Ms. Johnston, age 48, has served as the Company's controller since June 2025 during the transition of Mr. Deverell's duties. Ms. Johnston served as Chief Financial Officer of Vintage Wine Estates, Inc., from March 2022 to December 2025 where she focused on public company reporting requirements, finance processes, budgeting and forecasting. Prior to that, Ms. Johnston servedas Vice President, Finance Lead at Constellation Brands, Inc. from 2018 to 2022, and various accounting and finance leadership roles over the course of 17 years.

Ms. Johnston's annual base salary will be $250,000 and her target performance-based cash incentive award will be 30% of her base salary. Payment of Ms. Johnston's performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance goals. Ms. Johnston is also eligible for a target long-term equity incentive award opportunity of 25% of her base salary. Ms. Johnston is eligible to participate in and/or receive benefits under the Company's standard benefit programs.

There is no arrangement or understanding between Ms. Johnston and any other person with respect to her appointment, and there are no family relationships between Ms. Johnston and any director or executive officer of the Company. Neither Ms. Johnston nor any of her immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders ("Annual Meeting") of the Company held on September 10, 2025, the Company's shareholders voted on the matters described below.