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BCS

Current Report · Items 5.02, 5.07, 8.01, 9.01 · 8-K

Resources Connection, Inc.

RGPNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders · Other Events

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of Amended and Restated 2020 Performance Incentive Plan The Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) previously approved an amendment and restatement of the Resources Connection, Inc.…

Filed Oct 27, 2026Accepted Oct 27, 2026, 4:04 PM EDTCIK 1084765Accession 0001084765-26-000084
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Company context

Current securities

Recent company filings

  1. 10-Q filingOct 7, 2026
  2. Results of Operations and Financial ConditionOct 7, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 21, 2026
  4. DEFA14A filingSep 10, 2026
  5. ARS filingSep 10, 2026

Registered securities in this filing

RESOURCES CONNECTION, INC. · 8-K · Filed 2026-10-27

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
RGP
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000108476526000084 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of Amended and Restated 2020 Performance Incentive Plan The Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) previously approved an amendment and restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by an additional 1 million shares; (2) extend the term of the 2020 Plan until September 1, 2036; (3) impose a minimum one-year vesting requirement on equity-based awards granted under the 2020 Plan after September 2, 2026, subject to a limited exception set forth in the 2020 Plan; and (4) impose a $250,000 per year limit on equity-based awards granted to non-employee directors, with such limit increasing to $350,000 per year for a non-employee director serving as Chair of the Board or that is newly elected to the Board. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated 2020 Plan. The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2020 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Approval of Amended and Restated 2019 Employee Stock Purchase Plan The Board previously approved an amendment and restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the ESPP by an additional 1.5 million shares and (2) extend the term of the ESPP until September 1, 2036. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated ESPP. The preceding summary is qualified in its entirety by reference to the text of the amended and restated ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders . The 2026 annual meeting of stockholders of the Company was held on October 22, 2026. Results of the voting at the annual meeting of stockholders are set forth below. Election of Directors. The stockholders elected the following two directors to hold office for a three-year term expiring at the 2029 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 D. Carlile 20,969,487 598,461 14,399 5,819,366 Marco von Maltzan 20,547,256 1,015,971 19,120 5,819,366 Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows: Votes For Votes Against Votes Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────── 25,452,172 210,462 1,739,079 ― 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 ────────────────────────────────────────────────────────────────────────── 16,143,011 5,182,555 256,781 5,819,366 Approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan. The stockholders voted to approve the amendment and restatement of the 2019 Employee Stock Purchase Plan. The voting results were as follows: Votes For Votes Against Votes Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────── 20,683,218 656,237 242,892 5,819,366 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 ────────────────────────────────────────────────────────────────────────── 18,633,961 2,308,530 639,856 5,819,366
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events . Approval of Dividend. On October 21, 2026, the Board approved a dividend of $0.07 per share on the Company’s common stock. The dividend is payable December 17, 2026 to stockholders of record at the close of business on November 19, 2026. The Board will assess and approve future dividends quarterly. The full text of the Company’s press release, issued on October 27, 2026, announcing the quarterly dividend payment is included as Exhibit 99.1 to this report.

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