WILLDAN GROUP, INC. : Results of Operations and Financial Condition, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.02 Results of Operations and Financial Condition

On April 16, 2020, Willdan Group, Inc. (the "Company") issued a press release providing a business update related to impacts of the COVID-19 global pandemic. The press release also announces that the Company is withdrawing its fiscal 2020 financial targets, previously issued on March 5, 2020, due to the uncertainty surrounding the impact of the COVID-19 global pandemic.

A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety. The information in this Item 2.02 and the attached Exhibit 99.1 to this Current Report on Form 8-K is being furnished (not filed) pursuant to Item 2.02 of Form 8-K.

Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change to
Fiscal Year

On April 13, 2020, the Board of Directors (the "Board") of the Company approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Bylaws") to clarify that the size of the Board shall be fixed from time to time by a resolution of the Board. Such amendment and restatement was effective immediately upon the Board's approval. The Board is currently fixed at eight directors.

The foregoing summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01       Financial Statements and Exhibits



(d)      Exhibits.



Exhibit No.                              Document

    3.1         Amended and Restated Bylaws of Willdan Group, Inc.

   99.1         Press Release of Willdan Group, Inc., dated April 16, 2020

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