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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 20, 2021, the Board of Directors (the "Board") of Pro-Dex, Inc. (the "Company") increased the size of the Board from six to seven members. In connection therewith, the Board appointed Angelita ("Angel") Domingo, age 49, as a director in order to fill the newly created vacancy due to the expansion of the size of the Board, effective as of December 20, 2021. Ms. Domingo also serves as the Company's Director of Quality Assurance and Regulatory Affairs, a position she has held since April 2014. As Ms. Domingo is an employee of the Company, she does not qualify as an "independent director" as such term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

The Company's Board compensation program, as described in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 5, 2021, only provides compensation for non-employee directors. As such, Ms. Domingo will not receive any separate compensation for her service as a director.

There was no arrangement or understanding between Ms. Domingo and any other person pursuant to which Ms. Domingo was appointed as a director. Ms. Domingo was not appointed to serve on any committees of the Board.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit Number    Description
104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the inline XBRL document)

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