Resources Connection, Inc. DEF 14A Filing

Ticker: RGP · Form: DEF 14A · Filed: Sep 5, 2024 · CIK: 1084765

Resources Connection, Inc. DEF 14A Filing Summary
FieldDetail
CompanyResources Connection, Inc. (RGP)
Form TypeDEF 14A
Filed DateSep 5, 2024
Pages15
Reading Time18 min
Key Dollar Amounts$632.8 million, $208.9 million, $228.8 million, $21.0 million, $51.5 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Resources Connection, Inc. (ticker: RGP) to the SEC on Sep 5, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $632.8 million (CIAL HIGHLIGHTS We achieved revenue of $632.8 million for fiscal 2024; We achieved gross mar); $208.9 million (A") by 8.7% as compared to fiscal 2023 ($208.9 million in fiscal 2024 as compared to $228.8 mi); $228.8 million (9 million in fiscal 2024 as compared to $228.8 million in fiscal 2023); We generated $21.0 mi); $21.0 million (million in fiscal 2023); We generated $21.0 million in net income for fiscal 2024; We achi); $51.5 million (24; We achieved Adjusted EBITDA (1) of $51.5 million for fiscal 2024; We realized an Adjust).

How long is this filing?

Resources Connection, Inc.'s DEF 14A filing is 15 pages with approximately 4,414 words. Estimated reading time is 18 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,414 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-09-05 16:04:06

Key Financial Figures

  • $632.8 million — CIAL HIGHLIGHTS We achieved revenue of $632.8 million for fiscal 2024; We achieved gross mar
  • $208.9 million — A") by 8.7% as compared to fiscal 2023 ($208.9 million in fiscal 2024 as compared to $228.8 mi
  • $228.8 million — 9 million in fiscal 2024 as compared to $228.8 million in fiscal 2023); We generated $21.0 mi
  • $21.0 million — million in fiscal 2023); We generated $21.0 million in net income for fiscal 2024; We achi
  • $51.5 million — 24; We achieved Adjusted EBITDA (1) of $51.5 million for fiscal 2024; We realized an Adjust
  • $0.62 — produced diluted earnings per share of $0.62 for fiscal 2024; We generated $21.9 mi
  • $21.9 million — of $0.62 for fiscal 2024; We generated $21.9 million in cash flow from operations; We retai
  • $282.5 million — nior secured revolving loan facility of $282.5 million. FISCAL 2024 BY THE NUMBERS $632.8
  • $632.8 million — million. FISCAL 2024 BY THE NUMBERS $632.8 million revenue $21.0 million net income $51
  • $21.0 million — Y THE NUMBERS $632.8 million revenue $21.0 million net income $51.5 million, Adjusted EB
  • $51.5 m — ion revenue $21.0 million net income $51.5 million, Adjusted EBITDA (1) 38.9% gros
  • $18.8 million — t — 7 Stockholder Return We returned $18.8 million to stockholders during fiscal 2024 thro
  • $56.2 million — gram increasing cumulative dividends to $56.2 million over the past three fiscal years. In ad
  • $42.9 million — al years. In addition, we have returned $42.9 million to our stockholders through our share r
  • $0.14 — proval. We paid a quarterly dividend of $0.14 per share to our stockholders for each

Filing Documents

Forward Looking Statements

Forward Looking Statements 5 2024 Proxy Statement Summary Who We Are What We Value Board Highlights Financial Highlights Corporate Highlights Stockholder Return Corporate Citizenship and Sustainability Highlights 10 Notice of Annual Meeting and Voting Matters 15 Proposal 1. Election of Directors 24 Executive Officers 25 Board of Directors Board Leadership Structure Director Independence Board Composition Director Skills Matrix Committees of the Board Attendance at Meetings Committee Charters Corporate Governance and Nominating Committee Compensation Committee Audit Committee The Board's Role in Risk Oversight Risk Assessment of Compensation Programs Insider Trading Policy Summary Employee, Officer and Director Hedging Corporate Governance Guidelines and Code of Business Conduct and Ethics Board Evaluation Process Communications with the Board 35 Corporate Citizenship and Sustainability Efforts 40 Director Compensation 42 Director Compensation Table — Fiscal 2024 Aggregate Outstanding Equity Awards Stock Ownership Guidelines for Directors 45 Policy Regarding Treatment of Related Party Transactions 46

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 48 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025 49 Audit Committee Report 50 Proposal 3. Approval of the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan 61

Executive Compensation — Compensation Discussion and Analysis

Executive Compensation — Compensation Discussion and Analysis Fiscal 2024 Executive Summary Compensation Governance Compensation Philosophy Compensation Program Design Use of Compensation Consultant Use of Peer Group Data Role of Stockholder Say-on-Pay Votes and Investor Feedback Elements of Pay for Named Executive Officers Change In Control and Severance Benefits Stock Ownership Guidelines for NEOs Tax Deductibility of Executive Compensation Decisions for Fiscal 202 5 72 Compensation Committee Report on Executive Compensation 72 Compensation Committee Report Interlocks and Insider Participation 73

Executive Compensation Tables for Fiscal 2024

Executive Compensation Tables for Fiscal 2024 Summary Compensation Table — Fiscal 2022 to 2024 Description of Employment Agreements — Cash Compensation Grants of Plan-Based Awards in Fiscal 2024 Description of Plan-Based Awards Outstanding Equity Awards at Fiscal 2024 Year-End Option Exercises and Stock Vested in Fiscal 2024 80 Potential Payments upon Termination or Change in Control 84 CEO Pay Ratio Disclosure 85 Pay Versus Performance Disclosure 89 Proposal 4. Advisory Vote on the Company's Executive Compensation 92 Questions and Answers 98 Annex A . Resources Connection, Inc. 2020 Performance Incentive Plan (as amended and restated August 22, 2024) RGP 2024 Proxy Statement — 3

Forward Looking Statements

Forward Looking Statements Certain statements in this Proxy Statement are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to expectations concerning matters that are not historical facts. Such forward-looking statements may be identified by words such as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "remain," "should," or "will" or the negative of these terms or other comparable terminology. In this Proxy Statement, such statements include statements regarding our growth and operational plans, our expectations regarding our new operating model, our key focus areas for fiscal 2025, our expectations regarding the macro environment, our environmental responsibility and DE&I goals, our Board refreshment and succession efforts, and expectations regarding our continued growth and ability to deliver increased stockholder value. Such statements and all phases of the Company's operations are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, but are not limited to, the following: risks related to an economic downturn or deterioration of general macroeconomic conditions, potential adverse effects to our and our clients' liquidity and financial performances from bank failures or other events affecting financial institutions, risks arising from epidemic diseases or pandemics, the highly competitive nature of the market for professional services, risks related to the loss of a significant number of our consultants, or an inability to attract and retain new co

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