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): October 16, 2018
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-32113 | 33-0832424 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
17101 Armstrong Avenue
Irvine, CA 92614
(Address of principal executive offices, including zip code)
(714) 430-6400
(Registrant’s telephone number, including area code)
Not Applicable
(Former address of principal executive offices)
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)) |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2018 annual meeting of stockholders of the Company was held on October 16, 2018. Results of the voting at the annual meeting of stockholders are set forth below.
Election of Directors. The stockholders elected the following four directors to hold office for a three-year term expiring at the 2021 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 | ||||
| Susan J. Crawford | 24,711,587 | 486,694 | 5,472 | 3,682,055 | ||||
| Donald B. Murray | 24,740,911 | 454,856 | 7,986 | 3,682,055 | ||||
| A. Robert Pisano | 24,354,382 | 841,301 | 8,071 | 3,682,054 | ||||
| Michael H. Wargotz | 24,863,816 | 331,966 | 7,971 | 3,682,055 | ||||
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 2019 fiscal year. The voting results were as follows:
| Votes For |
Votes Against | Votes Abstain | Broker Non-Votes | |||
| 28,640,645 | 239,766 | 5,396 | — |
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 | |||
| 24,584,470 | 555,004 | 64,265 | 3,682,069 |
| Item 8.01 | Other Events. |
On October 16, 2018, the Board of the Company declared a regular quarterly dividend of $0.13 per share on the Company’s common stock. The dividend is payable on December 11, 2018, to shareholders of record on November 13, 2018 (with an ex-dividend date of November 11, 2018). The Company’s Board will assess and approve future dividends quarterly.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| Exhibit 99.1 |
Press Release entitled “Resources Global Professionals Announces Quarterly Dividend Payment Date,” issued October 19, 2018. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESOURCES CONNECTION, INC. | ||||||
| October 19, 2018 | By: | /s/ Kate W. Duchene | ||||
| Name: | Kate W. Duchene | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact:
Michael Sitrick
(US+) 1-310-788-2850
mike_sitrick@sitrick.com
Investor Contact:
Herb Mueller, Chief Financial Officer
(US+) 1-714-430-6500
herb.mueller@rgp.com
Resources Global Professionals Announces Quarterly Dividend Payment Date
IRVINE, Calif.—(BUSINESS WIRE)—October 19, 2018—Resources Global Professionals (“RGP”), the operating subsidiary of Resources Connection, Inc. (NASDAQ: RECN), announced today that its Board of Directors has approved a cash dividend of $0.13 per share, payable on December 11, 2018 to all shareholders of record on November 13, 2018.
ABOUT RGP
RGP, the operating subsidiary of Resources Connection, Inc. (NASDAQ: RECN), is a multinational business consulting firm that helps leaders execute internal initiatives. Partnering with business leaders, we drive internal change across all parts of a global enterprise – accounting; finance; governance, risk and compliance management; corporate advisory, strategic communications and restructuring; information management; human capital; supply chain management; and legal and regulatory.
RGP was founded in 1996 within a Big Four accounting firm. Today, we are a publicly traded company with over 3,300 professionals, annually serving over 1,800 clients around the world from 67 practice offices.
Headquartered in Irvine, California, RGP has served 87 of the Fortune 100 companies.
The Company is listed on the NASDAQ Global Select Market, the exchange’s highest tier by listing standards. More information about RGP is available at http://www.rgp.com. (RECN-F)
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