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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 26, 2011

 
RESOURCES CONNECTION, INC.
 

     
 
Delaware
(State or other jurisdiction
0-32113
(Commission
33-0832424
(IRS Employer
of incorporation)
File Number)
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

 
Not applicable
(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))
 
 
 
 

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Resources Connection, Inc.’s (the "Company") Annual Meeting of Stockholders (the "Meeting") was held on October 26, 2011.   As of the record date of August 29, 2011, there were 44,156,136 shares of Common Stock outstanding and entitled to vote.  Of this amount, 42,327,811 shares, representing approximately 96% of the number of shares outstanding and entitled to vote were represented in person or by proxy constituting a quorum.  Set forth below are the results from the proposals presented for a stockholder vote at the meeting.
 
Proposal 1:  To elect three directors to serve for a term expiring at the Company’s annual meeting in 2014: 
 
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Robert F. Kistinger
38,583,307
705,770
3,038,735
Jolene Sarkis
37,408,234
1,880,843
3,038,735
Anne Shih
38,577,548
711,529
3,038,735
 
Proposal 2:  To ratify the appointment of PricewaterhouseCoopers LLP, as the Company’s independent registered public accounting firm for fiscal year 2011:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
39,985,412
2,338,105
4,294
0
 
Proposal 3:  To approve, in an advisory (non-binding) vote, the compensation of the named executive officers:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
35,783,461
3,457,525
48,090
3,038,735

Proposal 4:  Non-binding advisory vote on the frequency of say-on-pay votes:

Annually
Every Two Years
Every Three Years
Abstain
Broker Non-Votes
29,707,495
649,993
8,923,116
8,472
3,038,735
 
Item 8.01 Other Events.
 
 On October 26, 2011, the board of directors of Resources Connection, Inc. (“Resources” or “the Company”) declared a regular quarterly dividend of $.05 per share on the Company’s common stock.  The dividend is payable on December 21, 2011, to stockholders of record at the close of business on November 23, 2011.  The Company’s board of directors will assess and approve future dividends quarterly.

 
 
 

Item 9.01 Financial Statements and Exhibits.
 
(c)           Exhibits
 
Exhibit No.
Description
 
Exhibit 99.1
Press Release entitled “Resources Global Professionals Announces Dividend Payment Date,” issued November 1, 2011

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.

 
RESOURCES CONNECTION, INC.
   
   
Date:  November  1, 2011
  
 
By:  /s/  Donald B. Murray
   
 
Donald B. Murray
 
Chief Executive Officer
 
 
 
 

Resources Global Professionals Announces Quarterly Dividend

IRVINE, Calif., Nov. 1, 2011 /PRNewswire/ -- Resources Global Professionals, a leading multinational provider of professional services and the operating subsidiary of Resources Connection, Inc. (NASDAQ: RECN), announced today that its Board of Directors has approved a quarterly cash dividend of $0.05 per share, payable on December 21, 2011 to all shareholders of record on November 23, 2011.

ABOUT RESOURCES GLOBAL PROFESSIONALS

Resources Global Professionals, the operating subsidiary of Resources Connection, Inc. (NASDAQ: RECN), is a multinational professional services firm that helps business leaders execute internal initiatives. Partnering with business leaders, we drive internal change across all parts of a global enterprise - accounting, finance, information management, corporate advisory, strategic communications and restructuring, human capital, supply chain management, risk management and internal audit and legal services.

Resources Global was founded in 1996 within a Big Four accounting firm. Today, we are a publicly traded company with over 3,000 professionals, annually serving over 1,900 clients around the world from 80 practice offices.

Headquartered in Irvine, California, Resources Global has served 86 of Fortune 100 companies.

The Company is listed on the NASDAQ Global Select Market, the exchange's highest tier by listing standards. More information about Resources Global is available at http://www.resourcesglobal.com.



CONTACT: Analysts, Nate Franke, Chief Financial Officer of Resources Global Professionals, +1-714-430-6500, nate.franke@resources-us.com; or Media, Michael Sitrick, CEO of Sitrick Brincko Group, +1-310-788-2850, mike_sitrick@sitrick.com