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)
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Delaware
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0-32113
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33-0832424
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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17101 Armstrong Avenue, Irvine, California, 92614
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(Address of Principal Executive Offices) (Zip Code)
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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:
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Title of each class
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Trading Symbol(s)
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Common Stock, par value $0.01 per share
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RGP
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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
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Regulation FD Disclosure.
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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
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date: August 16, 2023
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RESOURCES CONNECTION, INC. |
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By:
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/s/ Kate W. Duchene
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Kate W. Duchene
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President and Chief Executive Officer
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