Corporate Action Form 8 K

Item 3.03. Material Modification to Rights of Security Holders.

On September 11, 2024, RBC Bearings Incorporated (the "Company") filed a certificate of amendment with the Delaware Secretary of State amending Section 1(a) of Article Eight of the Company's certificate of incorporation to read as follows:

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

The purpose of this amendment, which affects the rights of the holders of the Company's common stock (as well as the rights of holders of shares of the Company's preferred stock that may be outstanding from time to time depending on the terms of such preferred stock), is to eliminate personal liability of the Company's officers for monetary damages to the Company for breach of their fiduciary duty of care as officers to the fullest extent permitted by the Delaware General Corporation Law.

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

Section 9 - Financial Statements and Exhibits