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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): October 22, 2020
 
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
 

N/A
(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))

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 5.07:
Submission of Matters to a Vote of Security Holders.

The 2020 annual meeting of stockholders of the Company was held on October 22, 2020.  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 2023 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
  
                         
Robert F. Kistinger
    
25,800,887
      
1,411,061
      
6,623
      
2,600,768
  
Marco von Maltzan
    
26,790,673
      
413,971
      
13,927
      
2,600,768
  
Jolene Sarkis
    
26,437,244
      
775,284
      
6,043
      
2,600,768
  

Approval of the 2020 Performance Incentive Plan.  The stockholders voted to approve the Company’s 2020 Performance Incentive Plan.  The voting results were as follows:

Votes For
  
Votes Against
    
Votes Abstain
    
Broker Non-Votes
  
23,804,167
    
3,351,262
      
63,140
      
2,600,770
  

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 2021 fiscal year.  The voting results were as follows:

Votes For
  
Votes Against
    
Votes Abstain
    
Broker Non-Votes
  
29,782,964t
    
29,028
      
7,347
      
-
  

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
  
26,283,665
    
863,973
      
70,931
      
2,600,770
  

Item 8.01
Other Events.
 
On October 22, 2020, the Board of the Company declared a regular quarterly dividend of $0.14 per share on the Company’s common stock.  The dividend is payable on December 17, 2020, to shareholders of record on November 19, 2020 (with an ex-dividend date of November 17, 2020).  The Company’s Board will assess and approve future dividends quarterly.

Item 9.01
Financial Statements and Exhibits.
                         
              
 (d)
 Exhibits
   
Exhibit No.
 
Description
 
 
 
 


SIGNATURE

 
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: October 26, 2020 
RESOURCES CONNECTION, INC.  
     
       

By:
/s/ Kate W. Duchene  
    Kate W. Duchene  
       
                                                                                                                           
 
 
 Exhibit 99.1

Resources Global Professionals Announces Quarterly Dividend and Dividend Payment Date

IRVINE, Calif.--(BUSINESS WIRE)--October 26, 2020--Resources Global Professionals (“RGP”), the operating subsidiary of Resources Connection, Inc. (NASDAQ: RGP), announced today that its Board of Directors has approved a cash dividend of $0.14 per share, payable on December 17, 2020 to all shareholders of record on November 19, 2020.

ABOUT RGP

RGP is a global consulting firm that enables rapid business outcomes by bringing together the right people to create transformative change. As a human capital partner to our global client base, we support our clients’ needs through both professional staffing and project execution in the areas of transactions, regulations, and transformations. Our pioneering approach to workforce strategy and our agile human capital model quickly align the right resources for the work at hand with speed and efficiency. Our engagements are designed to leverage human connection and collaboration to deliver practical solutions and more impactful results that power our clients’, consultants’ and partners’ success. 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 3,300 professionals, we annually engage with over 2,400 clients around the world from more than 60 physical practice offices and multiple virtual offices. We are their partner in delivering on the future of work. Headquartered in Irvine, California, RGP is proud to have served 88 of the Fortune 100.

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