Willdan : Proxy Statement for 2021 Annual Meeting of Stockholders

April 23, 2021

Notice of 2021

Annual Meeting and Proxy Statement

COMPREHENSIVE . INNOVATIVE . TRUSTED .

April 23, 2021

Dear Willdan Stockholder:

You are cordially invited to attend our 2021 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, June 10, 2021 at 10:00 a.m. Pacific Time. We will be hosting this year's Annual Meeting via live audiocast on the Internet. To participate, vote or submit questions during the Annual Meeting via live audiocast, please visit: www.meetingcenter.io/206062028. The password for the Annual Meeting is WLDN2021. You will need the 15-digit control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) in order to be able to vote your shares or submit questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

"Today, Willdan's technical services are in high demand. We believe we are ideally positioned to provide the energy efficiency and engineering solutions that are needed in a changing energy world."

Thomas Brisbin

Chairman & CEO

We utilize the Internet as our primary means of furnishing proxy materials to our stockholders. We will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record that did not request to receive a printed copy of our proxy materials on or about April 28, 2021 with instructions for accessing the proxy materials and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders can obtain paper or email copies of the proxy materials if they so choose. Internet transmission and voting are designed to be efficient, cost- effective and preserve resources.

Thank you for your continued support of Willdan. We look forward to your participation in the Annual Meeting.

Thomas D. Brisbin

Chairman of the Board and Chief Executive Officer

Notice of 2021 Annual

Meeting of Stockholders

Annual Meeting of Stockholders

Date	Thursday, June 10, 2021
Time	10:00 a.m. Pacific Time
Place	Virtual audiocast only at www.meetingcenter.io/206062028. The password for the Annual Meeting
is WLDN2021.
	Close of business on April 20, 2021. A list of all stockholders entitled to vote at the Annual Meeting
	will be available for examination at our principal executive offices at 2401 East Katella Avenue, Suite
Record Date	300, Anaheim, California, for 10 days before the Annual Meeting, and during the Annual Meeting,
	such list will be available to registered stockholders as a link on the virtual meeting platform at
	www.meetingcenter.io/206062028

Items of Business

	Proposal		Board
		Recommendation
			To elect the eight directors nominated by our Board of Directors to
	Item 1		serve a one-year term or until their successors are duly elected and	FOR
			qualified
	Item 2		To ratify the appointment of Crowe LLP as our independent	FOR
		registered public accounting firm for fiscal year 2021
	Item 3		To approve, on a non-binding advisory basis, our named executive	FOR
		officer compensation
			Consider and act on any other matter that may properly be brought
	Item 4		before the annual meeting or any postponements or adjournment	N/A
			thereof

HOW TO VOTE: YOUR VOTE IS VERY IMPORTANT

Dear Willdan Stockholders:

Your vote is very important. We recommend you vote by proxy ahead of the annual meeting even if you plan to participate in, and vote at, the virtual annual meeting .

If your shares are held in your name, you can vote by proxy in one of three convenient ways:

Telephone

Internet

Mail

Mark, sign, date and promptly

1-800-652-VOTE (8683)www.investorvote.com/WLDN mail the proxy card when received.

Follow the instructions provided in the separate proxy card or voting instruction form you received.

Follow the instructions provided in the Notice, separate proxy card or voting instruction form you received.

Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.

Refer to "Other Information-How do I vote?" in the Meeting and Voting Information section on page 60 of the accompanying proxy statement for a description of each voting method. Any proxy may be revoked by delivery of a later dated proxy or a written notice of revocation or by attending the Annual Meeting via live audiocast and voting your shares at that time. If you hold shares through someone else, such as an account with a brokerage firm, bank or other nominee, you will receive materials from your brokerage firm, bank or other nominee instructing you how to vote.

By Order of the Board of Directors

Kate M. Nguyen

Secretary

Important Notice about the Availability of Proxy Materials. The Notice of the 2021 Annual Meeting, proxy statement, and our 2020 Annual Report on Form 10-K are available at www.proxyvote.com. You are encouraged to access and review all the important information contained in our proxy materials before voting.

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Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders conducted through a live audio webcast at www.meetingcenter.io/206062028, which will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions.

Benefits of a Virtual Annual Meeting

• We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees, particularly in light of the coronavirus ("Covid-19") pandemic.
• Stockholders of record and beneficial owners as of April 20, 2021 ("Record Date") will have the ability to submit questions directly to our management and Board and vote electronically at the Annual Meeting via the virtual-only meeting platform, with procedures designed to ensure the authenticity and correctness of your voting instructions.
• We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

Attendance at the Virtual Annual Meeting

• All stockholders of our common stock as of the Record Date may attend the Annual Meeting at www.meetingcenter.io/206062028 and vote their shares or ask questions during the Annual Meeting. Members of the public will also be permitted to attend the meeting, but will not be permitted to ask questions during the meeting.
• To attend and participate in the Annual Meeting by voting or asking questions, you will need the 15-digit control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email).
• If you were a stockholder as of the Record Date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual Annual Meeting platform.
• On the day of the Annual Meeting, stockholders may begin to log in to the virtual-only Annual Meeting beginning at 9:30 a.m., Pacific Time. The Annual Meeting will begin promptly at 10:00 a.m., Pacific Time. Please allow ample time for online login.
• We will have technicians ready to assist with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 15-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.
• Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

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