Resources Connection Announces Leadership Changes

TL;DR

RC leadership shake-up: new officers/directors elected, old ones out. Compensatory plans detailed.

AI Summary

Resources Connection, Inc. announced on October 17, 2024, a significant change in its leadership structure. The company reported the departure of certain officers and directors, alongside the election of new directors and the appointment of new officers. Additionally, the filing details compensatory arrangements for these key individuals and outlines matters submitted to a vote of security holders.

Why It Matters

Changes in key leadership and officer appointments can signal shifts in company strategy, operational focus, or financial direction, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Leadership changes and executive compensation adjustments can introduce uncertainty and signal potential strategic shifts, warranting closer investor scrutiny.

Key Players & Entities

• Resources Connection, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• October 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RGP The Nasdaq Stock Market L
• $0.14 — 2024, the Board approved a dividend of $0.14 per share on the Company's common stock
• $50 million — an aggregate dollar limit not to exceed $50 million (exclusive of fees and commissions). Su
• $32 million — of October 14, 2024, had approximately $32 million remaining. Item 9.01 Financial Statem

Filing Documents

• rgp-20241017.htm (8-K) — 51KB
• rgp-2020_performancexincen.htm (EX-10.1) — 113KB
• fy25q2dividendpr.htm (EX-99.1) — 7KB
• image_0.jpg (GRAPHIC) — 3KB
• 0001084765-24-000149.txt ( ) — 326KB
• rgp-20241017.xsd (EX-101.SCH) — 2KB
• rgp-20241017_lab.xml (EX-101.LAB) — 21KB
• rgp-20241017_pre.xml (EX-101.PRE) — 12KB
• rgp-20241017_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . The 2024 annual meeting of stockholders of the Company was held on October 17, 2024. Results of the voting at the annual meeting of stockholders are set forth below. Election of Directors . The stockholders elected the following three directors to hold office for a three-year term expiring at the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The voting results were as follows: Director Votes For Votes Against Votes Abstain Broker Non-Votes Roger Carlile 22,857,228 291,996 9,497 5,336,139 Lisa M. Pierozzi 21,597,290 1,554,547 6,884 5,336,139 A. Robert Pisano 21,492,026 1,657,200 9,495 5,336,139 Appointment of RSM US LLP as Independent Registered Public Accounting Firm . The stockholders ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the 2025 fiscal year. The voting results were as follows: Votes For Votes Against Votes Abstain Broker Non-Votes 27,930,512 549,681 14,667 Approval of the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan . The stockholders voted to approve the amendment and restatement of the 2020 Performance Incentive Plan. The voting results were as follows: Votes For Votes Against Votes Abstain Broker Non-Votes 22,284,329 854,032 20,360 5,336,139 Advisory Vote on Named Executive Officer Compensation . The stockholders voted to approve, on an advisory basis, the named executive officer compensation described in the proxy statement for the annual meeting of stockholders. The voting results were as follows: Votes For Votes Against Votes Abstain Broker Non-Votes 21,647,348 1,459,582 51,791 5,336,139

01 Other Events

Item 8.01 Other Events . Approval of Quarterly Dividend. On October 17, 2024, the Board approved a dividend of $0.14 per share on the Company's common stock. The dividend is payable December 16, 2024, to stockholders of record at the close of business on November 15, 2024. The Board will assess and approve future dividends quarterly. The full text of the Company's press release, issued on October 21, 2024, announcing the quarterly dividend payment is included as Exhibit 99.1 to this report. Approval of 2024 Stock Repurchase Program. On October 17, 2024, the Board approved a new stock repurchase program (the "2024 Repurchase Program"), authorizing the purchase, at the discretion of our senior executives, of our common stock for an aggregate dollar limit not to exceed $50 million (exclusive of fees and commissions). Subject to the aggregate dollar limit, the 2024 Repurchase Program does not have an expiration date. Repurchases under the program may take place in the open market, in privately negotiated transactions, or through structured or derivative transactions including accelerated share repurchase transactions. Repurchases may be made pursuant to a Rule 10b5-1 plan. The 2024 Repurchase Program will follow the completion of the Company's 2015 stock repurchase program, which, as of October 14, 2024, had approximately $32 million remaining.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Resources Connection, Inc. 2020 Performance Incentive Plan (as amended and restated August 22, 2024). 99.1 Press Release entitled "Resources Connection, Inc. Announces Quarterly Dividend and Dividend Payment Date," issued Oc tober 21 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. RESOURCES CONNECTION, INC . Date: October 21, 2024 By: /s/ KATE W. DUCHENE Kate W. Duchene President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR