Code of Ethics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2012 RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in charter) Delaware 0-12906 36-2096643 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (630) 208-2200 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics On May 29, 2012, the Board of Directors of Richardson Electronics, Ltd. (the “Company”) adopted amendments to the Company’s Code of Conduct and Ethics (“Code of Conduct”). The amendments incorporated into the Code of Conduct are technical, administrative and non-substantive. The Company has posted the revised Code of Conduct Policy on its website at www.rell.com. Information on the Company’s website is not incorporated by reference herein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RICHARDSON ELECTRONICS, LTD. Date: June 4, 2012 By: /s/ Kathleen S. Dvorak Name: Kathleen S. Dvorak Title: Chief Financial Officer