UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: September 513, 2024 (Date of earliest event reported: September 511, 2024)

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-40840		95-4372080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

(203) 267-7001

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	RBC	New York Stock Exchange
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share	RBCP	New York Stock Exchange

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	RBC	New York Stock Exchange
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share	RBCP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 -– ~~Corporate~~Securities ~~Governance~~ and ~~Management~~Trading Markets

Item 5 3.0703. ~~Submission~~ ofMaterial ~~Matters~~Modification to aRights ~~Vote~~ of Security Holders.

~~At the~~On ~~Company’s annual meeting of stockholders held on~~ September 511, 2024, ~~the~~RBC ~~stockholders~~Bearings Incorporated (~~1) elected all of~~ the “Company~~’s nominees for director, (2~~”) ~~ratified~~ ~~the~~filed ~~appointment~~a certificate of ~~Ernst~~amendment &with ~~Young LLP as~~ the ~~Company’s~~Delaware ~~independent~~Secretary ~~registered~~of ~~public accounting~~State ~~firm~~amending ~~for~~Section ~~fiscal year 2025,~~ 1(3a) ~~approved~~of anArticle ~~amendment~~Eight of to the Company’s certificate of incorporation ~~eliminating~~to ~~personal liability~~read ~~of officers for monetary damages for breach of their fiduciary duty of care~~ as ~~officers, and (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers.~~follows:

~~Shares~~To the fullest extent permitted by ~~were~~the ~~voted~~Delaware onGeneral ~~these~~Corporation ~~proposals~~Law as ~~follows:~~it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s Bylaws, no Director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation and its stockholders.

~~Proposal~~The purpose of this amendment, which affects 1.the ~~The~~rights ~~election~~of the holders of ~~three~~the ~~directors~~Company’s incommon ~~Class~~stock II(as well as the rights of holders of shares of the Company’s preferred stock that may be outstanding from time to ~~serve~~time adepending ~~term~~on the terms of ~~three~~such ~~years:~~preferred stock), is to eliminate personal liability of the Company’s officers for monetary damages to the Company for breach of their fiduciary duty of care as officers to the fullest extent permitted by the Delaware General Corporation Law.

Nominees	For		Against		Withheld		Broker Non-Vote
Richard R. Crowell		23,413,200		4,282,331		6,648		570,670
Dr. Amir Faghri		21,841,068		5,854,312		6,799		570,670
Dr. Steven H. Kaplan		16,458,958		11,236,532		6,689		570,670

This amendment was approved by the Company’s stockholders on September 5, 2024 when 79.1% of the outstanding shares of common stock were voted in favor of the amendment (the Company’s certificate of incorporation required the affirmative vote of 66.7% of the outstanding shares of common stock).

~~Proposal 2.~~Section To9 ~~ratify~~– ~~the~~Financial ~~appointment~~Statements ofand ~~Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025:~~Exhibits

For		Against		Abstain		Broker Non-Vote
27,859,445		406,581		6,823		0

Item 9.01. Financial Statements and Exhibits.

~~Proposal 3.~~ ~~The~~(d) ~~approval of an amendment to the Company’s certificate of incorporation eliminating personal liability of officers for monetary damages for breach of their fiduciary duty of care as officers:~~Exhibits

For		Against	Abstain	Broker Non-vote
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of RBC Bearings Incorporated dated September 11, 2024.
22,996,345		4,696,155	9,679	570,670
104	Cover page interactive data file (embedded within the inline XBRL document)

~~Proposal 4. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers:~~1

For		Against		Abstain		Broker Non-Vote
22,029,670		5,662,364		10,145		570,670

SIGNATURES

1According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~SIGNATURES~~Date: September 13, 2024

~~According to~~RBC ~~the~~BEARINGS ~~requirements~~INCORPORATED ofBy: ~~the~~/s/ ~~Securities~~John ~~Exchange~~J. ~~Act~~Feeney ofName: ~~1934,~~John ~~the~~J. ~~Company~~Feeney ~~has~~Title: ~~duly~~Vice ~~caused this report to be signed on its behalf by the undersigned~~President, ~~hereunto~~General ~~duly~~Counsel ~~authorized.~~& Secretary

~~Date: September 5, 2024~~2

RBC BEARINGS INCORPORATED By: /s/ John J. Feeney Name: John J. Feeney Title: Vice President, General Counsel & Secretary

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