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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): August 15, 2023
 
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
  
0-32113
  
33-0832424
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification
No.)
         

17101 Armstrong Avenue, Irvine, California, 92614
 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (714) 430-6400
 
(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:
 
☐   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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
RGP
  
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 15, 2023, the Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) approved the increase in the number of members of the Board from ten to eleven members and appointed Susan M. Collyns to the Board to fill the resulting vacancy, effective immediately.  Ms. Collyns has been appointed as a Class I director, to serve until the Company’s 2025 annual meeting of stockholders and until her successor is duly elected and qualified.  Ms. Collyns will also serve as a member of the Board’s Audit Committee.  The Board of Directors has determined that Ms. Collyns is an independent director under applicable listing standard of The Nasdaq Stock Market LLC for service on the Board, that she meets the additional independence and qualification requirements for audit committee members under the Nasdaq Marketplace Rules and the Securities Exchange Act of 1934, amended (the “Exchange Act”), and that she qualifies as an “audit committee financial expert” under the Exchange Act.

As a non-employee director, Ms. Collyns will receive compensation in the same manner as the Company’s other non-employee directors, in accordance with the Company’s Directors’ Compensation Policy, which is attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-Q for the fiscal quarter ended February 25, 2023, filed with the Securities and Exchange Commission on April 6, 2023.

Ms. Collyns will also enter into an indemnification agreement with the Company in the form previously approved by the Board and filed with the Securities and Exchange Commission as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended May 31, 2008, filed with the Securities and Exchange Commission on July 30, 2008.

There is no arrangement or understanding between Ms. Collyns and any other persons pursuant to which she was appointed as a director, and Ms. Collyns has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01
Regulation FD Disclosure.
 
The full text of the Company’s press release, issued on August 16, 2023, announcing Ms. Collyn’s appointment to the Board is included as Exhibit 99.1 to this report.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
 
Description
 
 
 
 
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

Date: August 16, 2023
RESOURCES CONNECTION, INC.
 
 
 
 
By:
/s/ Kate W. Duchene
 
 
Kate W. Duchene
 
 
President and Chief Executive Officer
 
Exhibit 99.1

Resources Connection Announces Appointment of Sue Collyns to Board of Directors

IRVINE, Calif.--(BUSINESS WIRE)--August 16, 2023--Resources Connection, Inc. (Nasdaq: RGP) (“RGP” or the “Company”), today announced that the Company’s Board of Directors voted to increase its size from 10 to 11 members and appointed Sue Collyns to the Board of Directors, effective immediately. Ms. Collyns will also serve as a member of the Audit Committee.

“We are delighted to welcome Sue to our Board,” said Kate W. Duchene, Chief Executive Officer. “As a seasoned public company board member and accomplished President, CFO, and COO, Sue brings a wealth of skills and experience to our boardroom. Her invaluable expertise is complementary with our ongoing mission to evolve as a modern professional services firm with enhanced technology and digital experience. Additionally, Sue’s history as a client of our firm underscores her understanding of the value that agile experts bring to today’s fast-moving transformation environment.”

Donald B. Murray, Chairman of the Board, added, “Sue is a highly respected business leader and board member who brings profound knowledge of the professional services industry, and valuable expertise in finance, accounting and operations. She is an outstanding addition to our Board, and we look forward to her contributions, both to the Board and the broader success of RGP.”

Since 2019, Ms. Collyns has served on the board of directors of Dine Brands Global, a casual dining franchise concept, and was previously on the board of directors of Waitr Holdings, Inc., an online ordering technology platform, as well as restaurant concepts Potbelly, Inc., and Zoe’s Kitchen, Inc. From 2014 to 2022, Ms. Collyns served as President and Chief Financial Officer of The Beachbody Company, a leading subscription digital fitness and nutrition company. During her tenure, she played a pivotal role in transforming Beachbody’s revenue model from transactional to recurring, with a focus on streaming services. Prior to The Beachbody Company, she served as Chief Financial Officer of Dun and Bradstreet Credibility Corp., a financial data subscription company, as well as Chief Financial Officer and Chief Operating Officer of California Pizza Kitchen, Inc.

Ms. Collyns, named one of the “Most Influential Corporate Board Directors” by Women Inc., has a Bachelor of Economics from Macquarie University and is a Certified Public Accountant (inactive). She also previously worked as an auditor for PricewaterhouseCoopers LLP.

ABOUT RGP

RGP is a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent. As a next-generation human capital partner for our clients, we specialize in co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change. Our engagements are designed to leverage human connection, expertise and collaboration to deliver practical solutions and more impactful results that power our clients’, consultants’, and partners’ success. Our unique approach to workforce strategy strongly positions us to help our clients transform their businesses and workplaces, especially at a time when high-quality talent is increasingly scarce and leaders are increasingly adopting more flexible workforce models to execute transformational projects. Our mission as an employer is to connect our team members to meaningful opportunities that further their career ambitions within the context of a supportive talent community of dedicated professionals. With approximately 4,100 professionals, we annually engage with over 2,000 clients around the world from 35 physical practice offices and multiple virtual offices. We are their partner in delivering on the “now of work.” Headquartered in Irvine, California, RGP is proud to have served over 87% of the Fortune 100 as of May 2023.

The Company is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com. (RGP-F)

Contacts

Media Contact:
Michael Sitrick
(US+) 1-310-788-2850
mike_sitrick@sitrick.com

Investor Contact:
Jenn Ryu, Chief Financial Officer
(US+) 1-714-430-6500
jenn.ryu@rgp.com