Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On September 6, 2022, Marvin H. Fink resigned from the Board of Directors (the "Board") of RF Industries, Ltd. (the "Company"). In tendering his resignation, Mr. Fink expressed no disagreement with the Company.

On September 8, 2022, the Board increased the size of the Board from five directors to six, and appointed two new directors, Kay L. Tidwell and Jason Cohenour, to fill the two vacant Board seats. Ms. Tidwell was appointed as a member of the Board's Nominating and Corporate Governance Committee and Compensation Committee. Mr. Cohenour was appointed as a member of the Board's Audit Committee and Strategic Planning and Capital Allocation Committee.

Ms. Tidwell and Mr. Cohenour will be compensated under the Company's director compensation program as in effect from time to time. As part of their annual compensation, Ms. Tidwell and Mr. Cohenour were each granted 7,485 shares of restricted stock, which shares will vest upon the earlier to occur of (a) the one (1) year anniversary of the date of grant, or (b) the Company's next annual meeting of stockholders. Ms. Tidwell and Mr. Cohenour will also enter into the Company's standard indemnification agreement for directors, the form of which was filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K, filed with the SEC on January 14, 2022.

There are no arrangements or understandings between Ms. Tidwell and Mr. Cohenour and any other persons pursuant to which they were chosen as directors of the Company. Neither Mr. Cohenour nor Ms. Tidwell are a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

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

Annual Meeting of Stockholders

On September 8, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting") at the offices of Kroll, LLC, 10100 Santa Monica Blvd. Suite 1100, Los Angeles, CA 90067. At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on July 26, 2022 (as amended, the "Proxy Statement"). At the Annual Meeting, 7,036,484 shares, or approximately 69.28% of all outstanding shares of common stock, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.



  ? Proposal 1: to elect Sheryl Cefali and Robert Dawson to the Company's Board of
    Directors as Class III directors, for a three-year term expiring at the 2025
    Annual Meeting;



  ? Proposal 2: a proposal to approve, on an advisory basis, the compensation of
    the Company's named executive officers as disclosed in the Proxy Statement;



  ? Proposal 3: a proposal to ratify CohnReznick LLP as the Company's independent
    registered public accounting firm for the fiscal year ending October 31, 2022.

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Voting Results

Proposal 1: Sheryl Cefali and Robert Dawson were elected as directors on the following vote:



  ? Sheryl Cefali was elected with 4,565,308 "FOR" votes and 225,724
    "WITHHELD" votes;



  ? Robert Dawson was elected with 4,715,322 "FOR" votes and 75,710
    "WITHHELD" votes.

In addition, there were 2,245,452 broker non-votes in connection with this proposal.

Proposal 2: This proposal was approved with 4,371,059 "FOR" votes, 317,051 "AGAINST" votes and 102,922 "ABSTAIN" votes. There were 2,245,452 broker non-votes in connection with this proposal.

Proposal 3: This proposal was approved with 6,954,380 "FOR" votes, 31,497 "AGAINST" votes and 50,607 "ABSTAIN" votes. There were no broker non-votes in connection with this proposal.




Item 8.01 Other Events.

On September 12, 2022, the Company issued a press release announcing the appointment of Ms. Tidwell and Mr. Holdsworth as directors, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
   99.1         Press Release dated September 12, 2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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