potential candidate, publicly available information about the person is collected and reviewed. If the Nominating and Corporate Governance Committee decides to further pursue the potential candidate after this initial review, contact is made with the person. If the potential candidate expresses a willingness to serve on the Board of Directors, interviews are conducted with the potential candidate and additional information is requested. Candidates are chosen by a majority vote of the members of the Nominating and Corporate Governance Committee for recommendation to the Board of Directors.

The Nominating and Corporate Governance Committee will consider stockholder recommendations for director candidates on the same basis as other candidates, provided that the following procedures are followed in submitting recommendations. All such stockholder recommendations should be submitted in writing to the attention of Kevin D. Miller, Secretary, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109 no earlier than August 5, 2016 and no later than July 8, 2014September 4, 2016 and should be accompanied by (i) the potential candidate'scandidate’s five-year employment history with employer names and a description of the employer'semployer’s business, the candidate'scandidate’s experience with financial statements, and the candidate'scandidate’s other board membership(s); (ii) a written consent of the director candidate to stand for election if nominated by the Nominating and Corporate Governance Committee and approved by the Board of Directors, and to serve if elected by the stockholders; and (iii) proof of ownershipof RCM'sRCM’s common stock by the person submitting the recommendation.

Communications with the Board

Stockholders may send communications to the Board of Directors in writing, addressed to the full Board of Directors, individual directors or a specific committee of the Board of Directors, in care of Kevin D. Miller, Secretary, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109. In general, all stockholder communications sent to our Secretary for forwarding to the Board of Directors or to specified Board members will be forwarded in accordance with the sender'ssender’s instructions. However, our Secretary reserves the right not to forward any personally abusive, threatening or otherwise inappropriate materials.

PROPOSAL 2
___________________________________________

APPROVAL OF AMENDMENTS TO THE

RCM TECHNOLOGIES, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN

On October 15, 2015, our Board of Directors adopted, subject to stockholder approval, certain amendments to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan (the “Stock Purchase Plan”). The affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting are required to approve it. The amendments to the Stock Purchase Plan would:

If approved by our stockholders, the amendments to the Stock Purchase Plan will be effective on December 3, 2015. Stockholder approval of the amendments to the Stock Purchase Plan is necessary in order for the Stock Purchase Plan to continue to meet the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”) and to comply with the corporate governance listing standards of NASDAQ.

As of October 16, 2015, there were 49,436 shares of Common Stock available for purchase under the Stock Purchase Plan. Our Board of Directors believes that the currently available shares are insufficient for our compensatory program and, therefore, approved the increase in shares to be authorized under the Stock Purchase Plan. In this regard, our Board of Directors believes that our ability to attract, retain and motivate top quality employees is material to our success and is enhanced by our continued ability to provide for issuances under the Stock Purchase Plan. In addition, our Board of Directors believes that our interests and those of our stockholders will be advanced if we can continue to offer our employees the opportunity to acquire and increase their proprietary interests in us through the Stock Purchase Plan.

The material terms of the Stock Purchase Plan, as it is proposed to be amended, are summarized below. The summary of the Stock Purchase Plan, as it is proposed to be amended, is not intended to be a complete description of the Stock Purchase Plan, as it is proposed to be amended, and is qualified in its entirety by the actual text of the amendment and the Stock Purchase Plan. A copy of the full text of the amendment to the Stock Purchase Plan is attached to this Proxy Statement asExhibit A. A copy of the Stock Purchase Plan will be made available without charge to any person upon his or her written request, which request should be directed to the Director of Investor Relations at our address appearing on the first page of this proxy statement.

Material Features of the Stock Purchase Plan

General. The Stock Purchase Plan first became effective on January 1, 2001, and was thereafter amended effective July 1, 2004, July 1, 2009 and September 16, 2009, with the approval of our stockholders where required. The Stock Purchase Plan provides our eligible employees, as well as those of our subsidiaries, with an opportunity to purchase shares of our Common Stock at a discount based on their accumulated payroll deductions for the relevant purchase period. The Stock Purchase Plan is intended to comply with the applicable provisions of Section 423 of the Code. The Stock Purchase Plan is not intended to qualify under Section 401 of the Code and is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended.

The Stock Purchase Plan currently authorizes up to 800,000 shares of Common Stock for purchase, subject to adjustment in certain circumstances as described below. The stockholders are being asked to consider and approve an amendment to the Stock Purchase Plan that would, commencing on December 3, 2015, increase the number of shares of Common Stock available for purchase under the Stock Purchase Plan by an additional 300,000 shares, so that a total of 1,100,000 shares of Common Stock may be purchased under the Stock Purchase Plan.

Eligibility. In general, all of our employees, as well as those of our subsidiaries, who customarily work more than 20 hours per week and more than five months a year are eligible to participate in the Stock Purchase Plan after working for us or one of our subsidiaries for at least six months. Employees who own 5% or more of the total combined voting power or value of all classes of our stock or our subsidiaries are not eligible to participate. As of October 16, 2015, approximately 1,176 employees were eligible to participate in the Stock Purchase Plan, of which 72 employees are currently participating in the Stock Purchase Plan.

Administration. The Stock Purchase Plan is administered by our Compensation Committee. Our Compensation Committee has the authority and power to administer the Stock Purchase Plan and to make, adopt, institute and enforce rules and regulations not inconsistent with the provisions of the Stock Purchase Plan. The Compensation Committee will adopt and prescribe the contents of all forms required in connection with the administration of the Stock Purchase Plan, including the agreement by which an eligible employee may enroll as a participant in the Stock Purchase Plan, payroll withholding authorizations, requests for distributions of shares, and all other required notices under the Stock Purchase Plan. Our Compensation Committee has the fullest discretion permissible under law in the discharge of its duties, and its interpretations and decisions with respect to the Stock Purchase Plan are final and conclusive.

Purchase Periods. There are two six-month Purchase Periods per year coinciding with our respective fiscal reporting periods. The first Purchase Period consists of the first and second quarters of our fiscal year and the second Purchase Period consists of the third and fourth quarters (a “Purchase Period”).

Election to Participate. An eligible employee generally must elect to participate in the Stock Purchase Plan 30 days before the first day of the applicable Purchase Period and such participation will continue for each successive Purchase Period until it is modified or discontinued by the eligible employee. By participating in the Stock Purchase Plan, a participant authorizes after-tax payroll deductions from his or her compensation for the purpose of funding the purchase of our Common Stock under the Stock Purchase Plan for the relevant Purchase Period. Payroll deductions are in whole percentages ranging from 1% to 10% of such participant’s compensation; however, in no event may a participant authorize more than $20,000 per year toward the purchase of shares of Common Stock under the Stock Purchase Plan. Accumulated payroll deductions for a participant are not credited with any interest. Unless a participant ceases his or her participation in the Stock Purchase Plan, such participant may not change the percentage of his or her compensation deducted during a Purchase Period; however, a participant may change the percentage of compensation deducted to any permissible level effective as of the beginning of any subsequent Purchase Period by filing with the Compensation Committee a notice in such form and at such time in advance of the beginning Purchase Period in which the change is to be effective as the Compensation Committee determines.

Purchase Date. On the last day of the purchase period (the “Purchase Date”), each participant will automatically be deemed to have exercised his or her option to purchase shares of Common Stock under the Stock Purchase Plan, unless such participant has notified the Compensation Committee, at such time in advance of the Purchase Date as the Compensation Committee determines, of his or her desire not to make such purchase. Subject to the limitations described below, on each Purchase Date, at the Purchase Price (as described below), the largest number of whole shares of Common Stock as can be purchased with the amounts withheld from the participant’s compensation during the Purchase Period are purchased on behalf of the participant. Any amounts that are withheld from a participant’s compensation in a Purchase Period and that remain after the purchase of whole shares of Common Stock on the Purchase Date will be held in the participant’s account, without interest, and applied on the participant’s behalf to purchase Common Stock on the next Purchase Date.

Purchase Price. Unless our Compensation Committee determines otherwise, the purchase price per share of our Common Stock to be sold to participants under the Stock Purchase Plan is the lower of (i) 85% of the market value of a share of our Common Stock on the first day of the Purchase Period or (ii) 85% of the market value of a share of our Common Stock on the last day of the Purchase Period (the “Purchase Price”).

Limitation on Number of Shares that May be Purchased. The maximum number of shares of Common Stock that may be purchased for each participant on the Purchase Date of a Purchase Period is the lesser of (i) the number of whole shares of Common Stock that can be purchased by applying the full balance of the participant’s withheld funds to the purchase of shares at the Purchase Price or (ii) the participant’s proportionate part of the maximum number of shares of Common Stock available under the Stock Purchase Plan. In addition, unless the Compensation Committee determines otherwise prior to the beginning of a Purchase Period, the maximum number of shares of Common Stock that a participant may purchase during a Purchase Period is 1,500 shares of Common Stock, subject to adjustment as described below, and the maximum number of shares of Common Stock that all participants may purchase, in the aggregate, during a Purchase Period is 250,000 shares of Common Stock, subject to adjustment as described below.

If any participant entitled to purchase shares pursuant to a Purchase Period would be deemed to own stock possessing five percent or more of the total combined voting power or value of all classes of our stock or one of our subsidiaries, the maximum number of shares of Common Stock that such person will be entitled to purchase pursuant to the Stock Purchase Plan will be reduced to that number which, when added to the number of shares of Common Stock that such person is deemed to own (excluding any number of shares of Common Stock that such person would be entitled to purchase under the Stock Purchase Plan), is one less than such five percent. Also, a participant may not purchase shares of Common Stock having an aggregate market value of more than $25,000, determined at the beginning of the Purchase Period, for any calendar year in which the Stock Purchase Plan is in effect.

Lastly, if on any Purchase Date, the aggregate funds available for the purchase of shares of Common Stock exceeds the number of shares of Common Stock available for purchase under the Stock Purchase Plan, the number of shares of Common Stock that would be purchased by each participant will be proportionally reduced on the Purchase Date in order to eliminate the excess and the Stock Purchase Plan will terminate immediately after such Purchase Date.

Termination of Participation. A participant may voluntarily cease his or her participation in the Stock Purchase Plan and stop payroll deductions during a Purchase Period by filing a notice of cessation of participation at such time in advance of the Purchase Date as the Compensation Committee determines. If the participant withdraws during a Purchase Period, the participant will receive a distribution of any funds held in his or her account for such Purchase Period.

If a participant terminates his or her employment with us or one of our subsidiaries for any reason or otherwise ceases to be an eligible employee, his or her participation in the Stock Purchase Plan will automatically cease, no further purchases of Common Stock will be made for the participant, and we will pay to such participant any funds held in his or her account under the Stock Purchase Plan.

Adjustment Provisions. The Stock Purchase Plan provides for a mandatory adjustment in the aggregate number of shares of Common Stock reserved for purchase under the Stock Purchase Plan, the maximum number of shares of Common Stock that may be purchased by a participant under the Stock Purchase Plan, the total number of shares of Common Stock that may be purchased by all participants in a Purchase Period, and the calculation of the Purchase Price per share in the event there is a change in the number or kind of shares of Common Stock outstanding as a result of a change in our shares of Common Stock as a result of certain capital adjustments affecting our Common Stock.

Merger. If we are the surviving corporation in any merger or consolidation, any Purchase Period under the Stock Purchase Plan will apply to shares of our Common Stock. However, in the event we dissolve or are liquidated or a merger or consolidation occurs in which we are not the surviving corporation, the Stock Purchase Plan and any Purchase Period will terminate upon the effective date of such dissolution, liquidation, merger or consolidation, unless our Board of Directors determines otherwise, and the balance of any amounts withheld from a participant’s compensation which have not been applied to the purchase of shares of Common Stock will be returned to the participant.

Amendment and Termination of the Stock Purchase Plan. Our Board of Directors may, at any time, amend the Stock Purchase Plan, except for any amendment that is required to be approved by our stockholders under Section 423 of the Code. If the amendment to the Stock Purchase Plan is approved, the term of the Stock Purchase Plan will be extended for another seven years from December 31, 2018 and will terminate on December 31, 2025. Prior to the amendment, the Stock Purchase Plan would terminate on December 31, 2018.

Purchases under the Stock Purchase Plan. As of October 16, 2015, 750,564 shares were purchased under the Stock Purchase Plan. If the amendment to the Stock Purchase Plan is approved, the total number of shares of Common Stock that may be purchased under the Stock Purchase Plan will be 1,100,000 shares, of which 349,436 shares will be available for purchase under the Stock Purchase Plan.

The last sales price of our Common Stock on October 16, 2015 was $4.81 per share.

Federal Income Taxes. The following provides only a general description of the application of the Federal income tax laws to purchases of shares of Common Stock under the Stock Purchase Plan. There may be different tax consequences under certain circumstances, and there may be federal gift and estate tax consequences and state and local tax consequences. All affected individuals should consult with their own advisors regarding their own situation since this discussion is intended for the information of the stockholders considering how to vote at the Annual Meeting and not as tax guidance to any participants in the Stock Purchase Plan.

Under the Code as currently in effect, a participant in the Stock Purchase Plan will not be deemed to have recognized income, nor will we be entitled to a deduction, upon the participant’s purchase of shares of Common Stock under the Stock Purchase Plan. Instead, a participant will recognize income when he or she sells or otherwise disposes of the shares of Common Stock.

If a participant sells shares of Common Stock purchased under the Stock Purchase Plan more than two years after the date on which the option to purchase the shares of Common Stock was granted and more than one year after the purchase of the shares of Common Stock (the holding period), a portion of the participant’s gain will be taxed as ordinary income and a portion will be taxed as capital gain. The participant will be taxed at ordinary income tax rates on the excess of the market value of the shares of Common Stock when the option was granted over the purchase price (i.e., the discount), or, if less, the entire gain on the sale. The participant will have additional capital gain or loss equal to the difference, if any, between the proceeds of the sale and the participant’s basis in the shares of Common Stock (the purchase price plus any ordinary income realized). The capital gain rate will depend on how long the shares of Common Stock were held by the participant. We will not be entitled to any tax deduction with respect to a sale by a participant after the holding period.

If a participant sells shares of Common Stock before the expiration of the holding period, the participant will be taxed at ordinary income tax rates equal to the difference between the market value of the shares of Common Stock on the date of purchase and the exercise price. We generally will be entitled to a corresponding deduction. The participant will have additional capital gain or loss on the difference between the proceeds of the sale and the participant’s basis in the shares of Common Stock (the purchase price plus any ordinary income realized). The capital gain rate will depend on how long the shares of Common Stock were held by the participant.

The estate of a participant who dies while holding shares of Common Stock purchased under the Stock Purchase Plan will recognize ordinary income in the year of the participant’s death in an amount equal to the excess of the market value of the shares of Common Stock when the option was granted over the purchase price, or, if less, the amount by which the market value of the shares of Common Stock on the date of death exceeds the purchase price.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENTS TO THE STOCK PURCHASE PLAN.

PROPOSAL 3
___________________________________________

RATIFICATION OF THE AUDIT COMMITTEE'S
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ACCOUNTANTS

Our Audit Committee has selected EisnerAmper LLP ("EisnerAmper"(“EisnerAmper”) to serve as ouract in the capacity of independent registered public accounting firmaccountants for the current fiscal year ending December 28, 2013.January 2, 2016. Ratification and approval by ourthe stockholders will be sought by yourthe Board of Directors for the selection of EisnerAmper as our independent registered public accounting firmaccountants to audit our accounts and records for the fiscal year ending December 28, 2013,January 2, 2016, and to perform other appropriate services. Such stockholder ratification is not required by our Bylaws or other applicable legal requirements. However, your Board is submitting our Audit Committee's selection of EisnerAmper to our stockholders for ratification as a matter of good corporate practice. The affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting is required to ratify such selection.approve it. In the event that a majority of the shares voted at the Annual Meeting do not vote for ratification of the selection of EisnerAmper, the Audit Committee will reconsider such selection. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of us and our stockholders.

 We expect that one or more representatives

Representatives of EisnerAmper will be present at the 2013 Annual Meeting. The representativesMeeting and will have an opportunity to make a statement if they so desire and to respond to appropriate questions posed by our stockholders.

Fees Billed by EisnerAmper during 2012fiscal 2014 and 20112013

Audit Fees.Fees.  Fees billed to the Company by EisnerAmper for audit services rendered by EisnerAmper for the audit of the Company's 20122014 annual financial statements, for the review of those financial statements included in the Company's Quarterly Reports on Form 10-Q, and for services that are normally provided by EisnerAmper in connection with statutory and regulatory filings or engagements, totaled approximately $159,000.$173,400. Fees billed to the Company by EisnerAmper for audit services rendered by EisnerAmper for the audit of the Company's 20112013 annual financial statements, for the review of those financial statements included in the Company's Quarterly Reports on Form 10-Q, and for services that are normally provided by EisnerAmper in connection with statutory and regulatory filings or engagements, totaled approximately $157,500.$72,540.

Audit-Related Fees.Fees. Fees billed to the Company by EisnerAmper during 20122014 and 20112013 for audit-related services that were reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under the preceding paragraph totaled $3,500 and $3,928, respectively.$0 in both fiscal years.

Tax Fees.Fees. Fees billed to the Company by EisnerAmper during 20122014 and 20112013 for professional services rendered for tax compliance, tax advice and tax planning totaled $0 and $4,030,$2,200, respectively.

All Other Fees.Fees. Fees billed to the Company by EisnerAmper during 20122014 and 20112013 for all other services totaled $0 and $1,500, respectively.in both fiscal years. EisnerAmper does not audit the Company'sCompany’s 401(k) plan.

The Audit Committee has considered whether EisnerAmper LLP'sEisnerAmper’s provision of services other than professional services rendered for the audit and review of our financial statements is compatible with maintaining EisnerAmper LLP'sEisnerAmper’s independence, and has determined that it is so compatible.

All audit, audit-related, tax and other services were pre-approved by the Audit Committee pursuant to applicable regulations. The Audit Committee currently pre-approves all engagements of the Company'sCompany’s accountants to provide both audit and non-audit services, and has not established formal pre-approval policies or procedures. The Audit Committee did not approve any non-audit services pursuant to Rule 2-01 (c) (7) (i) (C) of Regulation S-X during 2012.2014.

YOUROUR BOARD UNANIMOUSLYOF DIRECTORS RECOMMENDS THAT STOCKHOLDERSA VOTE FOR THE RATIFICATION AND APPROVAL OF THE SELECTION BY OUR AUDIT COMMITTEE OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMACCOUNTANTS FOR FISCAL 2013.2015.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and the Company’s outside auditors all financial statements prior to their issuance. Management advised the Committee in each case that all financial statements were prepared in accordance with generally accepted accounting principles, and reviewed significant accounting issues with the Committee. These reviews included discussion with the outside auditors of matters required to be discussed pursuant toPublic Company Accounting Oversight BoardAuditing Standard No. 16.

The Committee also discussed with EisnerAmper LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures made and letter given to the Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence.

In addition, the Committee reviewed major initiatives and programs aimed at strengthening the effectiveness of the Company’s internal control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and controls.

Taking all of these reviews and discussions into account, the Committee recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015 for filing with the Securities and Exchange Commission.

Audit Committee

Roger H. Ballou (Chair)

Maier O. Fein

S. Gary Snodgrass

PROPOSAL 34
___________________________________________

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"“Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission (the "SEC"“SEC”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in the Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to reward strong annual operating performance by the Company.

Accordingly, your Board is asking stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding, advisory vote "FOR"“FOR” the following resolution:

 "RESOLVED,

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company'sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the Company'sCompany’s Proxy Statement for the 20132015 Annual Meeting of Stockholders.

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Compensation Committee or the Board. Nevertheless, the views expressed by stockholders, whether through this vote or otherwise, are important to Company management and your Board and, accordingly, your Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your advisory vote serves as an additional tool to guide the Compensation Committee and your Board in continuing to align the Company'sCompany’s executive compensation program with the interests of the Company and its stockholders and is consistent with our commitment to high standards of corporate governance.

This vote is not intended to express a view on any specific element of pay, but rather the overall compensation program and philosophy for our named executive officers described in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure as set forth in the "Executive Compensation"“Executive Compensation” section of this proxy statement. We encourage you to carefully review these disclosures and to indicate your support for our named executive officer compensation program.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.

PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION
STOCKHOLDER PROPOSALS

 The Dodd-Frank Act and Section 14A of the Exchange Act also enable our stockholders to vote, on a non-binding, advisory basis, regarding how frequently in the future we should solicit advisory votes on the compensation of our named executive officers as disclosed in our proxy statements. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every year, every two years or every three years by voting on the resolution below:

        "RESOLVED, that the alternative of soliciting advisory stockholder approval of the compensation of our named executive officers once every one, two or three calendar years that receives the greatest number of votes at the Meeting, cast by persons either voting in person or by proxy, shall be considered the frequency preferred by the stockholders."

        After considering the benefits and consequences of each alternative, your Board recommends that the advisory vote on the compensation of our named executive officers be submitted to stockholders every year. Your Board believes that an annual advisory vote on the compensation of our named executive officers will provide stockholders with the ability to express their views on our executive compensation policies and practices in a timely fashion so that we are able to consult with our stockholders on a prompt basis and consider their input in making future decisions on executive compensation. Our executive compensation program is administered by our Compensation Committee, as described in this proxy statement. Compensation decisions are complex and, with respect to our named executive officers, are disclosed in our proxy statement. We believe that establishing an annual time frame for holding stockholder advisory votes on executive compensation will both enhance stockholder communication and enable us to consider, engage with and respond to stockholders regarding expressed concerns or other feedback on a prompt basis.

        While your Board believes that its recommendation is appropriate at this time, stockholders are not voting to approve or disapprove that recommendation, but are instead being asked to indicate their preferences, on a non-binding, advisory basis, as to whether an advisory vote on the approval of compensation for our named executive officers should be held every year, every two years or every three years.

        Your Board and Compensation Committee value the opinions of stockholders on this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider this in deciding how often to hold advisory votes on the compensation of our named executive officers. However, because this vote is advisory and therefore not binding on the Board or the Company, the Board may decide that it is in the best interests of the stockholders that we hold these advisory votes more or less frequently than the option preferred by stockholders. The vote will not be construed to create or imply any change in or addition to the fiduciary duties of the Board or the Company.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR "ONE YEAR" AS TO THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 5

STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY THAT THE CHAIRMAN OF YOUR BOARD BE AN INDEPENDENT DIRECTOR ACCORDING TO THE DEFINITION SET FORTH IN THE NASDAQ LISTING STANDARDS

        In the Notice, the IRS No. 19 Group provided written notice to RCM of its intent to present a non-binding proposal at the 2013 Annual Meeting requesting that the Board adopt a policy that the Chairman of your Board be an independent director according to the definition set forth in the NASDAQ listing standards. The full text of this proposal is set forth in Annex B to this proxy statement.Your Board believes that this proposal is not in the best interests of RCM and its stockholders.

        Your Board believes that RCM and its stockholders are best served by having Mr. Kopyt, RCM's Chief Executive Officer, also serve as Chairman of the Board. We believe that the overlap between your Board and executive management has been advantageous to us, in that we have benefited from strong, clear, consistent and cohesive leadership, with Mr. Kopyt setting the tone and having ultimate responsibility for all of our operating and strategic functions, thus providing unified leadership and direction for your Board and our operational functions.

        While your Board has never concluded that the role of Chairman of the Board must always be held by a senior executive, your Board believes that it should retain the necessary flexibility to determine whether the positions of Chairman of the Board and Chief Executive Officer should be held by the same person or by separate persons based on the leadership needs of RCM at any particular time. Adopting a policy to restrict the Board's discretion in selecting the Chairman of the Board, as well as restricting the ability to combine the positions of Chairman and Chief Executive Officer, would deprive your Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman. Your Board has given careful consideration to separating the roles of Chairman and Chief Executive Officer and has determined that RCM and its stockholders are best served by having Mr. Kopyt continue to serve as both Chairman of the Board and Chief Executive Officer. Mr. Kopyt's combined role as Chairman of the Board and Chief Executive Officer promotes unified leadership and direction for your Board and executive management and it allows for a single, clear focus for the chain of command to execute RCM's strategic initiatives and business plans.

        In 2013, as part of your Board's ongoing review of its corporate governance practices, your Board adopted a policy to appoint a Lead Independent Director when the roles of Chairman of the Board and Chief Executive Officer are combined. Our Lead Independent Director is an independent director who is elected annually by the independent members of the Board. Our Lead Independent Director: (i) presides at all meetings of the Board at which the Chairman is not present including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting, (ii) serves as a liaison between the Chairman (and management) and the independent directors, (iii) approves meeting agendas, time schedules and other information provided to the Board, and (iv) is available for direct communication and consultation with major stockholders, as appropriate, upon request. RCM's Lead Independent Director also has the authority to call meetings of the independent directors.

        Robert B. Kerr, a member of the Board since 1994, currently serves as our Lead Independent Director. Mr. Kerr, who also serves as Chairman of the Board's Audit Committee, is an exemplary director and the consummate professional. We consider the breadth of his experience—as a former CPA, entrepreneur, advisor on hundreds of mergers and acquisition transactions and a public company director for almost two decades—to be a tremendous asset to RCM.

        We believe that having a combined Chairman and CEO, Board committees comprised entirely of independent directors and a Lead Independent Director currently provides the best Board leadership structure for RCM. This structure, together with our other strong corporate governance practices, provides robust independent oversight of management while ensuring clear strategic alignment throughout RCM. Specifically, Mr. Kopyt proposes strategic priorities to the Board (with input from the Lead Independent Director), communicates the Board's guidance to management, and is ultimately responsible for implementing RCM's key strategic initiatives.

        Your Board believes that requiring that the Chairman of the Board be an independent director is not necessary to ensure that your Board provides independent and effective oversight of RCM's business and affairs. Such oversight is maintained at RCM through the composition of your Board, the strong leadership and engagement of our independent directors, Board committees and Lead Independent Director, and our highly effective corporate governance structures and processes already in place. RCM's strong and independent Board, together with our Lead Independent Director, effectively oversees our management and provides vigorous oversight of RCM's business and affairs. Your Board is composed of independent, active and effective directors. Mr. Kopyt is the only member of executive management who is also a director. Your Board and its committees vigorously oversee the effectiveness of management policies and decisions, including the execution of key strategic initiatives. Each of the Board's Audit, Compensation, and Nominating & Corporate Governance Committees is composed entirely of independent directors. Consequently, independent directors directly oversee such critical matters as the integrity of RCM's financial statements, the compensation of executive management, including Mr. Kopyt's compensation, the selection and evaluation of directors, and the development and implementation of corporate governance programs. The Compensation Committee, together with the other independent directors, conducts an annual performance review of the Chairman and Chief Executive Officer, assessing RCM's financial and non-financial performance and the quality and effectiveness of Mr. Kopyt's leadership.

        Your Board believes that RCM's Corporate Governance Guidelines, which are available on RCM's website, help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain RCM's commitment to the highest quality corporate governance. Pursuant to these governance principles, non-management Board members meet at regularly scheduled executive sessions without management present in conjunction with each in-person Board meeting. The Lead Independent Director presides over these meetings. In addition, the Lead Independent Director may call such meetings of the non-management Board members as he or she deems necessary or appropriate and may also be designated by the Chairman of the Board and Chief Executive Officer to preside at any Board or stockholder meeting. The Lead Independent Director also reviews and approves all Board meeting schedules and agendas and consults with the Chairman of the Board and Chief Executive Officer regarding other information sent to the Board in connection with Board meetings or other Board action. Moreover, consistent with our philosophy of empowering each member of your Board, each Board member may place items on the agenda for Board meetings or raise subjects that are not on the agenda for that meeting. In addition, each Board member has complete and open access to any member of management and to the chairman of each Board committee for the purpose of discussing any matter related to the work of such committee.

        In sum, your Board believes that RCM and its stockholders have been and continue to be well served by having Mr. Kopyt serve as both Chairman of the Board and Chief Executive Officer. The current leadership model, when combined with the current composition of your Board and the other elements of our governance structure, including, but not limited to, the appointment of a Lead Independent Director, strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of RCM's business and affairs.

        As discussed elsewhere in this proxy statement, your Board has expended a considerable amount of effort in attempting to engage the IRS No. 19 Group in a constructive dialogue as to a framework

for avoiding a contested solicitation at the 2013 Annual Meeting. In addition to insisting that RCM only declassify the Board in a manner that ensures that their nominees can be elected to a three-year term and, accordingly, do not need to stand for election until the 2016 annual meeting, the IRS No. 19 Group also required, as a condition to agreeing to any settlement, that its Board nominee, Bradley Vizi, a 29-year old finance professional with little background in corporate governance, be named Lead Independent Director in lieu of Mr. Kerr, who brings to the role of Lead Independent Director almost two decades of experience as an independent public company director. Your Board believes, given the strong focus of the IRS No. 19 Group in ensuring that its Board nominee be named to the role of Lead Independent Director and be in a position to substantially dominate the Board and place the agenda of the IRS No. 19 Group before the Board, this proposal is clearly an attempt by the IRS No. 19 Group to advance its own self-interest, which is inconsistent with the best interests of RCM and its stockholders as a whole.

        This proposal is non-binding on the Company. The affirmative vote of a majority of the votes cast on the matter will be required to adopt this non-binding proposal, if it is presented at the 2013 Annual Meeting by the IRS No. 19 Group. Your Board unanimously recommends a vote "AGAINST" this proposal. In addition, because RCM does not support this proposal, it does not intend to present it in the event that the proposal is not presented at the 2013 Annual Meeting by the IRS No. 19 Group.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" THIS PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT DIRECTOR ACCORDING TO THE DEFINITION SET FORTH IN THE NASDAQ LISTING STANDARDS.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

        As part of its oversight of the Company's financial statements, the Audit Committee reviewed and discussed with both management and the Company's outside auditors all financial statements prior to their issuance. Management advised the Committee in each case that all financial statements were prepared in accordance with generally accepted accounting principles, and reviewed significant accounting issues with the Committee. These reviews included discussion with the outside auditors of matters required to be discussed pursuant toStatement on Auditing Standards No. 61, as amended (Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

        The Committee also discussed with EisnerAmper LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures made and letter given to the Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence.

        In addition, the Committee reviewed major initiatives and programs aimed at strengthening the effectiveness of the Company's internal control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company's internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and controls.

        Taking all of these reviews and discussions into account, the Committee recommended to the Board of Directors that the Board approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2012 for filing with the Securities and Exchange Commission.

Audit Committee

Robert B. Kerr (Chair)
Lawrence Needleman
S. Gary Snodgrass

CORPORATE GOVERNANCE MATTERS

        Board Independence.    The Board has determined that Messrs. Fein, Kerr, Machon, Needleman and Snodgrass are "independent directors" as defined in Marketplace Rule 5606(a)(2) of the NASDAQ Stock Market LLC and, if elected, Mr. Frankel will also qualify as an "independent director" under such definition.

        Stockholder Communications with the Board.    Stockholders may send communications to the Board of Directors in writing, addressed to the full Board of Directors, individual directors or a specific committee of the Board of Directors, care of Kevin D. Miller, Secretary, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109. In general, all stockholder communications sent to our Secretary for forwarding to the Board of Directors, or to specified Board members, will be forwarded in accordance with the sender's instructions. However, our Secretary reserves the right to not forward to Board members any abusive, threatening or otherwise inappropriate materials.

        Director Attendance at Annual Meetings.    The Company encourages all of the directors to attend the annual meeting of stockholders. The 2012 Annual Meeting of Stockholders was attended by all of the directors.

        Code of Conduct and Code of Ethics.    We have adopted a Code of Conduct applicable to all of our directors, officers and employees. In addition, we have adopted a Code of Ethics, within the meaning of applicable SEC rules, applicable to our Chief Executive Officer, Chief Financial Officer and Controller. Both our Code of Conduct and Code of Ethics are available free of charge by sending a written request to Kevin D. Miller, Secretary, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109. If we make any amendments to either of these Codes (other than technical, administrative, or other non-substantive amendments), or waive (explicitly or implicitly) any provision of the Code of Ethics to the benefit of our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in the investor relations portion of our website at www.rcmt.com, or in a report on Form 8-K that we file with the SEC.

        Related Party Transaction Approval Policy.    Our Code of Conduct mandates that officers and directors bring promptly to the attention of our Compliance Officer, currently our Chief Financial Officer, any transaction or series of transactions that may result in a conflict of interest between that person and the Company. Furthermore, our Audit Committee must review and approve any "related party" transaction as defined in Item 404(a) of Regulation S-K, promulgated by the Securities and Exchange Commission, before it is consummated. Following any disclosure to our Compliance Officer, the Compliance Officer will then typically review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or director in question. After this review, the Chairman of the Audit Committee and the Compliance Officer determine whether the matter should be brought to the Audit Committee or the full Board for approval. In considering any such transaction, the Audit Committee or the Board, as the case may be, will consider various relevant factors, including, among others, the reasoning for the Company to engage in the transaction, whether the terms of the transaction are at arm's length and the overall fairness of the transaction to the Company. If a member of the Audit Committee or the Board is involved in the transaction, he or she will not participate in any of the discussions or decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.

        Risk Oversight by the Board.    The role of your Board in our risk oversight process includes receiving regular reports from members of management on areas of material risk to us, including operational, financial, legal and strategic risks.

        In particular, our Audit Committee is tasked pursuant to its charter to "discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures." As appropriate, the Chairman of the Audit Committee reports to the full Board on the activities of the Audit Committee in this regard, allowing the Audit Committee and the full Board to coordinate their risk oversight activities.

        As one component of our risk oversight and anti-fraud program, our Audit Committee has established complaint reporting procedures described under "Compliance Policy" in the "Investors" section of our website at www.rcmt.com. These procedures indicate how to submit complaints to our Audit Committee regarding concerns about our accounting practices, our adherence to financial policies and procedures, or our compliance with the Sarbanes-Oxley Act of 2002. Once received, grievances are reviewed by the Chairman of the Audit Committee for consideration.

        Board Leadership Structure.    Mr. Kopyt has been both our Chief Executive Officer and the Chairman of your Board since 1992. We believe that the overlap between your Board and executive management has been advantageous to us, in that we have benefited from strong, clear, consistent and cohesive leadership, with Mr. Kopyt setting the tone and having ultimate responsibility for all of our operating and strategic functions, thus providing unified leadership and direction for your Board and our operational functions. While your Board has never concluded that the role of Chairman must always be held by a senior executive, and reserves the right to reconsider this matter, it intends to continue the current arrangement for the foreseeable future.

        In 2013, as part of its ongoing review of its corporate governance practices, your Board appointed Mr. Kerr to serve as our Lead Independent Director. We believe that having a combined Chairman and CEO, Board committees comprised entirely of independent directors and a Lead Independent Director currently provides the best Board leadership structure for RCM. This structure, together with our other strong corporate governance practices, provides robust independent oversight of management while ensuring clear strategic alignment throughout the Company. Specifically, Mr. Kopyt proposes strategic priorities to the Board (with input from the Lead Independent Director), communicates the Board's guidance to management, and is ultimately responsible for implementing the Company's key strategic initiatives.

        Our Lead Independent Director is an independent director who is elected annually by the independent members of the Board. Robert B. Kerr, a member of the Board since 1994 and the Chairman of the Board's Audit Committee, currently serves as our Lead Independent Director. Our Lead Independent Director: (i) presides at all meetings of the Board at which the Chairman is not present including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting, (ii) serves as a liaison between the Chairman of the Board (and management) and the independent directors, (iii) approves meeting agendas, time schedules and other information provided to the Board, and (iv) is available for direct communication and consultation with major stockholders upon request. RCM's Lead Independent Director also has the authority to call meetings of the independent directors.

STOCKHOLDER PROPOSALS

We have two separate and distinct processes concerning the submission of stockholder proposals:

Proposals to be Included in Our Proxy Statement

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, proposals by stockholders that are intended for inclusion in our proxy statement and proxy card and to be presented at our next annual meeting must be received by us by July 2, 2014,2016, in order to be considered for inclusion in our proxy materials. Such proposals should be addressed to our Secretary and may be included in next

year's year’s proxy materials if they comply with certain rules and regulations of the SEC governing stockholder proposals.

Advance Notice Procedures

If a stockholder desires to make a proposal for consideration at an annual meeting of our stockholders or nominate someone for election to your Board, the stockholder must follow the applicable procedures under law or as outlined in our Bylaws. Our Bylaws provide that in order to make a proposal or nominate someone for election to your Board at an annual meeting of stockholders, written notice of the proposedproposal or nomination must be received by the Corporate Secretary of RCM not more than 120 days or less than 15090 days prior to that year'syear’s annual meeting of stockholders. The notice must contain information required by our Bylaws regarding the stockholder and the proposal or nominee, as well as information required to be included in a proxy statement by SEC rules and regulations.

Stockholders are also advised to review our Bylaws, which contain additional requirements about advance notice of proposals and director nominations, including the information that must accompany any such stockholder notice.

Accordingly, in order for a stockholder proposal or nomination to be considered at the 20142016 annual meeting of stockholders, a written notice of the proposal or the nomination, which includes the information required by our bylaws, must be received by the Corporate Secretary of RCM at the principal executive offices of RCM no earlier than August 5, 2016 and no later than July 8, 2014September 4, 2016 (assuming that the 20142016 annual meeting of stockholders is held on December 5, 2014,3, 2016, the anniversary of the 20132015 Annual Meeting).

In addition, if we do not receive notice of your stockholder proposal by September 15, 2014,4, 2016, the proposal will be deemed "untimely"“untimely” for purposes of Rule 14a-4(c) of the Securities Exchange Act of 1934 and the persons named as proxies in next year's proxy materials will be entitled to vote in their discretion with respect to the proposal.

A copy of the full text of our Bylaw provisions may be obtained upon written request to the Corporate Secretary of RCM at our principal place of business.

OTHER MATTERS

General

Your Board does not intend to present any business at the 20132015 Annual Meeting other than the matters described in this proxy statement. If any other matters are properly presented for action at the 20132015 Annual Meeting, it is intended that the proxy will be voted with respect thereto by the proxy holders in accordance with the instructions and at the discretion of your Board or a properly authorized committee thereof.

IRS No. 19 Group Proposals

        In the Notice, the IRS No. 19 Group provided written notice to RCM of its intent to present proposals at the 2013 Annual Meeting to adopt amendments to the Bylaws to (1) declassify the Board beginning with the 2014 annual meeting of stockholders and (2) provide for majority voting in the election of directors at uncontested meetings of stockholders, preserving plurality voting in the election of directors at contested meetings of stockholders.

        As discussed below, on October 18, 2013, your Board, seeking to respond to stockholder input, including that of the IRS No. 19 Group, and have RCM conform to recognized best practices in corporate governance, took action amending the Bylaws to substantially implement each of these proposals. Accordingly, given that these proposals have been substantially implemented, RCM does not believe they are currently proper matters to be brought before 2013 Annual Meeting for consideration and does not intend to have stockholders vote on these matters at the 2013 Annual Meeting.

The Board's Implementation of the Declassification Proposal

        Since our 2012 annual meeting, your Board has performed a comprehensive review of RCM's corporate governance practices as part of our continuing effort to enhance our corporate governance practices and strengthen the functioning of the Board and its ability to serve the long-term interests of stockholders. In connection with this review, your Board considered the issue of board declassification and the views of stockholders, including the IRS No. 19 Group, with respect to why board declassification is in the best interest of stockholders. In light of the general trend in recent years of public companies declassifying their boards and considering stockholder feedback on the issue, your Board, at its meeting on October 18, 2013, approved an amendment to our Bylaws to provide that directors will, beginning with the 2013 Annual Meeting, be elected to one-year terms and to serve until their successors have been elected and qualified. The commencement of the process to declassify the Board did not affect the terms of directors who had previously been elected. Accordingly, under this approach, the director nominees of the class standing for election at the 2013 Annual Meeting will be elected to one-year terms, but the directors in the two remaining classes would serve out the remainder of their three-year terms until the 2014 and 2015 annual meetings, respectively.

        Your Board recognizes, based on our recent discussions with the IRS No. 19 Group and the language of its proposal, that the IRS No. 19 Group would have preferred that we delay the implementation of your Board's declassification until the 2014 annual meeting so that nominees proposed for election at the 2013 Annual Meeting, including those proposed by the IRS No. 19 Group, if elected, would serve for a three-year term and, accordingly, would not need to stand for re-election until the 2016 annual meeting. However, your Board believes that such a self-interested demand runs counter to most accepted notions of good corporate governance which hold that annual director elections improve the accountability of directors to stockholders. Your Board believes that by commencing your Board's declassification at the 2013 Annual Meeting, your Board has implemented the essential objective of the board declassification proposed by the IRS No. 19 Group which is that directors be elected on an annual basis.

        Since your Board, in amending the Bylaws on October 18, 2013, has already taken action to address the underlying concern and essential objective of the proposal, which is that, in order to enhance the accountability of directors to stockholders, directors be elected on an annual basis, your Board believes that this proposal has already been substantially implemented. Accordingly, given that this proposal has been substantially implemented, RCM does not believe it is currently a proper matter to be brought before 2013 Annual Meeting for consideration and does not intend to have stockholders vote on this matter at the 2013 Annual Meeting.

Majority Voting Proposal

        On October 18, 2013, your Board amended the Bylaws to provide for majority voting in the election of directors at uncontested meetings of stockholders, preserving plurality voting in the election of directors at contested meetings of stockholders. Specifically, our Bylaws now provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of the majority of the votes cast with respect to such candidate at any meeting for the election of directors at which a quorum is present (meaning that the votes cast "for" a candidate's election must exceed the votes cast "against" that candidate's election). The majority voting standard would not apply in contested elections, which means an election in which (i) the Company receives a notice that a stockholder has nominated a person for election to the Board in compliance with the Bylaws, (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Company first mails its notice of meeting for such meeting to the stockholders, and (iii) the number of director nominees exceeds the number of directors to be elected at the meeting.

        Since your Board, in amending the Bylaws on October 18, 2013, has already taken action to address the underlying concern and essential objective of the proposal, which is that, directors be elected by majority vote at uncontested meetings of stockholders, preserving plurality voting at contested meetings, your Board believes that this proposal has already been substantially implemented. Accordingly, given that this proposal has been substantially implemented, RCM does not believe it is currently a proper matter to be brought before 2013 Annual Meeting for consideration and does not intend to have stockholders vote on this matter at the 2013 Annual Meeting.

		By Order of the Board of Directors,
	Kevin D. Miller Secretary
October [•], 2013		Secretary

October 30, 2015

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ALL STOCKHOLDERS ARE URGED TO PROMPTLY SUBMIT THEIR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS ON THE WHITE PROXY CARD, WHICH WAS OR WILL BE MAILED TO YOU ON OR ABOUT OCTOBER [    •    ], 2013.

IMPORTANT
EXHIBIT A

        Your voteAMENDMENT 2015-3

TO THE

RCM TECHNOLOGIES, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, RCM Technologies, Inc. (the “Company”) maintains the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan (the “Plan”) for the benefit of its and its subsidiaries eligible employees;

WHEREAS, the Company desires to amend the Plan, subject to approval of the Company’s stockholders at this year's 2013its 2015 Annual Meeting, is especially important, no matter how many or how few shares you own. Please sign and dateto (i) increase the enclosedWHITE proxy card and return it in the enclosed postage-paid envelope promptly.

THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION CARD THAT YOU MAY RECEIVE FROM THE IRS NO. 19 GROUP OR ANY PERSON OTHER THAN RCM, EVEN AS A PROTEST VOTE AGAINST THE IRS NO. 19 GROUP OR THE IRS NO. 19 GROUP'S NOMINEES. Any proxy you sign from the IRS No. 19 Group for any reason could invalidate previousWHITE proxy cards sent by you to support RCM's Board of Directors.

        Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the 2013 Annual Meeting as described in this proxy statement.

If you have questions, require assistance with voting yourWHITE proxy card
or need additional copies of the proxy materials, please contact:

105 Madison Avenue
New York, New York 10016

(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885

ANNEX A

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INFORMATION CONCERNING PERSONS WHO ARE PARTICIPANTS IN
RCM'S SOLICITATION OF PROXIES FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS

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        Unless otherwise noted, capitalized terms used but not defined in this Annex A shall have the meanings ascribed to them in the proxy statement to which this Annex A is attached. Under applicable SEC rules and regulations, members of your Board, your Board's director nominees, and executive officers of RCM are deemed to be "participants" with respect to RCM's solicitation of proxies from stockholders in connection with the 2013 Annual Meeting.

Directors and Nominees

        The following table sets forth the names and business addresses of our current directors and director nominees who are all deemed to be "participants" in our solicitation under applicable SEC rules and regulations. The principal occupation or employment of each director or nominee who may be deemed to be a participant is set forth in the section of the proxy statement entitled"Proposal No. 1: Election of Directors."

Name		Business Address
Leon Kopyt		RCM Technologies, Inc 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
Maier O. Fein		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
Michael E.S. Frankel		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
Robert B. Kerr		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
Richard D. Machon		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
Lawrence Needleman		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109
S. Gary Snodgrass		RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109

Officers and Employees

        The following table sets forth the names of our executive officers (other than Mr. Kopyt who is listed above) who are deemed to be "participants" in our solicitation under applicable SEC rules and regulations. The principal occupation of each person listed below refers to such person's position with

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RCM, and the business address of RCM is 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109

Name		Principal Occupation
Kevin D. Miller		Chief Financial Officer

Information Regarding Ownership of RCM's Securities by Participants

        Except as described in this Annex A or otherwise in this proxy statement, none of the persons listed above in "Directors and Nominees" and "Officers and Employees" owns any debt or equity security issued by RCM of record that he or she does not also own beneficially. Thetotal number of shares of RCM's common stock beneficially owned by certain of the persons listed above in "DirectorsCompany reserved for issuance and Nominees" and "Officers and Employees," astransfer under the Plan by an additional 300,000 shares, so that a total of October [    •    ], 2013, is set forth in the section1,100,000 shares of common stock of the proxy statement entitled"Security OwnershipCompany are reserved for issuance and transfer under the Plan, and (ii) extend the term of Certain Beneficial Ownersthe Plan so that the Plan will terminate on December 31, 2025; and Management."

Information Regarding Transactions Involving RCM's Securities by Participants

 The following table reflects all transactions within the last two fiscal years.

Name		Date			Transaction Description		Number of Shares Acquired (Disposed of)
Leon Kopyt			11/16/2012		Received restricted shares as employment compensation			40,000
Leon Kopyt			12/5/2012		Exercised options to purchase shares			150,000
Leon Kopyt			12/5/2012		Delivered shares to Company to pay the exercise price for options being exercised			(100,551	)
Maier O. Fein			11/16/2012		Received restricted shares as compensation for Board service			5,000
Maier O. Fein			8/20/2013		Purchased shares in market			1,000
Robert B. Kerr			11/16/2012		Received restricted shares as compensation for Board service			10,000
Robert B. Kerr			12/5/2012		Exercised options to purchase shares			25,000
Robert B. Kerr			12/5/2012		Delivered shares to Company to pay the exercise price for options being exercised			(16,640	)
Robert B. Kerr			12/17/2012		Exercised options to purchase shares			5,000
Richard D. Machon			11/16/2012		Received restricted shares as compensation for Board service			10,000
Richard D. Machon			12/11/2012		Exercised options to purchase shares			10,000
Lawrence Needleman			6/3/2011		Exercised options to purchase shares			1,000
Lawrence Needleman			11/16/2012		Received restricted shares as compensation for Board service			10,000
Lawrence Needleman			12/11/2012		Exercised options to purchase shares			9,000
Lawrence Needleman			12/11/2012		Delivered shares to Company to pay the exercise price for options being exercised			(2,487	)
S. Gary Snodgrass			11/16/2012		Received restricted shares as compensation for Board service			10,000
S. Gary Snodgrass			12/5/2012		Exercised options to purchase shares			10,000
S. Gary Snodgrass			12/5/2012		Delivered shares to Company to pay the exercise price for options being exercised			(5,488	)
Kevin D. Miller			11/16/2012		Received restricted shares as employment compensation			35,000
Kevin D. Miller			12/5/2012		Exercised options to purchase shares			75,000
Kevin D. Miller			12/5/2012		Delivered shares to Company to pay the exercise price for options being exercised			(50,275	)

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Miscellaneous Information Regarding Participants

        Except as described in this Annex A or this proxy statement, neither any participant nor any of their respective associates or immediate family members was a partyWHEREAS, pursuant to any transaction or series of transactions since January 3, 2010, or is to be a party to any currently proposed transaction or series of proposed transactions, in which (i) RCM was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) any participant, associate or immediate family member had or will have a direct or indirect material interest. Furthermore, except as described in this Annex A or elsewhere in this proxy statement, (a) no participant or any of their respective associates directly or indirectly beneficially owns any securities of RCM or any securities of any parent or subsidiary of RCM and (b) no participant owns any securities of RCM of record that such participant does not own beneficially.

        Except as described in this Annex A or this proxy statement:

•

No participant or any of their respective associates has any arrangements or understandings with any person with respect to any future employment by RCM or any of its affiliates or any future transaction to which RCM or any of its affiliates will or may be a party;



•

No participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of RCM, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;



•

No participant has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2013 Annual Meeting other than, with respect to eachSection 5.06 of the Board's nominees, such nominee's interest in election to the Board; and



•

There are no material proceedings in which any director or executive officer of RCM is a party adverse to RCM or any of its subsidiaries, or has a material interest adverse to RCM or any of its subsidiaries.

        Except as described in this Annex A or this proxy statement, and excluding any director or executive officer of RCM acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2013 Annual Meeting.

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ANNEX B

TEXT OF PROPOSAL NO. 5

(STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT DIRECTOR ACCORDING TO THE DEFINITION SET FORTH IN THE NASDAQ LISTING STANDARDS)

        "RESOLVED, that the stockholders of RCM Technologies, Inc. request thatPlan, the Board of Directors (the "Board") of the Company adopt a policy that the Board's Chairman be an independent director according to the definition set forth in the NASDAQ listing standards."

        The following is the definition of "independent director" set forth in Rule 5606 of the NASDAQ listing standards:

"'Independent Director' means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. For purposes of this rule, "Family Member" means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home. The following persons shall not be considered independent:

(A)

a director who is, or(the “Board”) may, at any time duringand from time to time, amend the past three years was, employedPlan in any respect, subject to stockholder approval if required under section 423 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE,in accordance with the foregoing, effective upon approval by the Company;



(B)

Company’s stockholders, the Plan is hereby amended as follows:

1.

Section 3.01 of the Plan is hereby amended in its entirety to read as follows:

a director who accepted“Sec. 3.01Reservation of Shares. Subject to adjustment in accordance with Section 4.02, there shall be 500,000 shares of Stock reserved for issuance or who has a Family Member who accepted any compensation fromtransfer under the CompanyPlan;provided, that, effective July 1, 2009, the aggregate number of shares of Stock reserved for issuance or transfer under the Plan shall be increased by 300,000 shares so that the total number of shares of Stock reserved for issuance or transfer under the Plan shall be 800,000 shares;and provided further, that, effective December 3, 2015, the aggregate number of shares of Stock reserved for issuance or transfer under the Plan shall be increased by an additional 300,000 shares so that the total number of shares of Stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares. Except as provided in excessSection 4.02, the aggregate number of $120,000 during any periodshares of twelve consecutive months withinStock that may be purchased under the three years precedingPlan shall not exceed the determinationnumber of independence, other thanshares of Stock reserved under the following:

Plan.”

(i)

compensation for board or board committee service;



(ii)

compensation paid to a Family Member who is an employee (other than an Executive Officer)

2.

Section 5.07 of the Plan is hereby amended in its entirety to read as follows:

“Sec. 5.07Expiration and Termination of the Company; or



(iii)

benefits under a tax-qualified retirement plan, or non-discretionary compensation.

Provided, however,Plan. The Plan shall continue in effect until December 31, 2025, unless terminated prior to that in additiondate pursuant to the requirements contained in this paragraph (B), audit committee members are also subjectprovisions of the Plan or pursuant to additional, more stringent requirements under Rule 5605(c)(2).

(C)

a director who is a Family Memberaction by the Board of an individual who is, orDirectors. The Board of Directors shall have the right to terminate the Plan at any time duringwithout prior notice to any Participant and without liability to any Participant. Upon the past three years was, employed by the Company as an Executive Officer;



(D)

a director who is,expiration or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or anytermination of the past three fiscal years that exceed 5%Plan, the balance, if any, then standing to the credit of each Participant from amounts withheld from the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other thanParticipant’s Compensation which has not, by such time, been applied to the following:



(i)

payments arising solely from investments inpurchase of Stock shall be refunded to the Company's securities; or



(ii)

payments under non-discretionary charitable contribution matching programs.



(E)

a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or



(F)

a director who is, or has a Family Member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during any of the past three years.



(G)

in the case of an investment company, in lieu of paragraphs (A)-(F), a director who is an "interested person" of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee."

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Participant.”

3.

As thus amended, the Plan, including the July 2004 Amendment, Amendment 2009-1, Amendment 2009-2 and this Amendment 2015-3 thereto hereby constitute the Plan.

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IN WITNESS WHEREOF, to record the adoption of this Amendment 2015-3 to the Plan, the Board has caused the execution of this instrument on this 15th day of October, 2015.

RCM TECHNOLOGIES, INC. WHITE PROXY CARD YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. We encourage you to take advantage of Internet or telephone voting. Both are available 24 hours a day, 7 days a week. Internet and telephone voting are available through 11:59 PM Eastern Time the day prior to the annual meeting date. VOTE BY INTERNET – WWW.CESVOTE.COM Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time the day prior to the annual meeting date. Have your proxy card in hand when you access the website and follow the instructions. OR VOTE BY TELEPHONE – 1-888-693-8683 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the annual meeting date. Have your proxy card in hand when you call and then follow the instructions. OR VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided to: RCM Technologies, Inc., c/o Corporate Election Services, PO Box 3230, Pittsburgh, PA 15230. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: THE PROXY STATEMENT AND OUR 2012 ANNUAL REPORT ARE AVAILABLE AT HTTP://WWW.VIEWOURMATERIAL.COM/RCM If submitting a proxy by mail, please sign and date the card below and fold and detach card at perforation before mailing. The Board of Directors recommends you vote FOR the following: 1. Election of Directors: Nominees (1) Robert B. Kerr (2) Michael E. S. Frankel FOR ALL WITHHELD ALL FOR ALL EXCEPT** **To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Ratification of our Audit Committee’s selection of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013. FOR AGAINST ABSTAIN 3. Advisory vote for the approval of the compensation of our named executive officers for 2012. FOR AGAINST ABSTAIN The Board of Directors recommends you vote 1 YEAR on the following: 4. Advisory vote on the frequency of an advisory vote on the compensation of our named executive officers. 1 YEAR 2 YEARS 3 YEARS ABSTAIN The Board of Directors recommends you vote AGAINST proposal 5. 5. Stockholder proposal requesting that our Board adopt a policy that its Chairman be an independent director according to the definition set forth in the NASDAQ listing standards (if introduced at the Annual Meeting). FOR AGAINST ABSTAIN NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. Stockholder Signature Date Title Stockholder (Joint Owner) Signature Date Title Please sign this Proxy exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give full title as such. Joint owners should each sign. When shares are held by more than one person, all should sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. CONTROL NUMBER Continued on the reverse side PRELIMINARY COPY, SUBJECT TO COMPLETION DATED OCTOBER 29, 2013

	RCM TECHNOLOGIES, INC. 2500 McClellan Avenue, Suite 350 Pennsauken, NJ 08109-4613 PROXY FOR 2013 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY The undersigned stockholder appoints Leon Kopyt and
By:
	Name: Kevin D. Miller
	Title: CFO, Secretary and each of them, individually, as the true and lawful attorneys and proxies of the undersigned, with full power of substitution in each of them, to vote, and otherwise act on behalf of the undersigned with respect to, all shares of Common Stock of RCM Technologies, Inc. (“RCM”) held of record by the undersigned as of October 18, 2013, at the Annual Meeting of Stockholders of RCM to be held at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103, on Thursday, December 5, 2013, at 6:00 p.m. local time, and at any and all adjournments or postponements thereof (the “Annual Meeting”), upon the following matters, which are described in RCM’s Proxy Statement for the Annual Meeting. RCM’s Board of Directors recommends a vote “FOR ALL” the director nominees, a vote “FOR” proposals 2 and 3, a vote for “1 YEAR” with respect to proposal 4 and a vote “AGAINST” proposal 5. The undersigned stockholder further hereby ratifies all that the said attorneys and proxies may do by virtue hereof. In accordance with the discretion and at the instruction of the Board of Directors or an authorized committee thereof, the proxy holder is authorized to act upon all matters incident to the conduct of the meeting and upon all other matters that properly come before the Annual Meeting subject to the conditions described in RCM’s Proxy Statement for the Annual Meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. Where no direction is given, except in the case of broker non-votes, the shares represented by this proxy will be voted in accordance with the Board of Directors’ recommendations. If any nominee named on the reverse side declines or is unable to serve as a director, the persons named as proxies shall have the authority to vote for any other person who may be nominated at the instruction and discretion of the Board of Directors or an authorized committee thereof. The undersigned stockholder hereby revokes any other proxy heretofore executed by the undersigned for the Annual Meeting and acknowledges receipt of the Notice of 2013 Annual Meeting of Stockholders and Proxy Statement dated October [•], 2013 and the Annual Report to Stockholders furnished in connection therewith. TO SUBMIT A PROXY BY MAIL, DETACH ALONG THE PERFORATION, MARK, SIGN, DATE AND RETURN THE BOTTOM PORTION PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on the reverse sideTreasurer

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QuickLinks
 

GENERAL INFORMATION
BACKGROUND OF THE PROXY CONTEST
PROPOSAL 1
ELECTION OF DIRECTORS
OUR EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
Compensation Committee
Lawrence Needleman (Chair) Robert B. Kerr S. Gary Snodgrass
Director Compensation Table
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
BOARD MEETINGS AND COMMITTEES
PROPOSAL 2
RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION
PROPOSAL 5
STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY THAT THE CHAIRMAN OF YOUR BOARD BE AN INDEPENDENT DIRECTOR ACCORDING TO THE DEFINITION SET FORTH IN THE NASDAQ LISTING STANDARDS
REPORT OF THE AUDIT COMMITTEE
CORPORATE GOVERNANCE MATTERS
STOCKHOLDER PROPOSALS
OTHER MATTERS
IMPORTANT

ANNEX A

INFORMATION CONCERNING PERSONS WHO ARE PARTICIPANTS IN RCM'S SOLICITATION OF PROXIES FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS

ANNEX B

TEXT OF PROPOSAL NO. 5

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