Form 8-K - Current report

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): July 26, 2024

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:


o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o						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 o

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2024, Donald B. Murray notified Resources Connection, Inc. (the “Company”) of his resignation from his position as the Chairman and a member of the Board of Directors (the “Board”) of the Company.

Following Mr. Murray’s resignation, the Board has appointed A. Robert Pisano to serve as interim Chairman of the Board and has reduced the size of the Board to 10 directors. The Board has also appointed David White to serve as the Lead Independent Director of the Board.

Item 7.01 Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release announcing Mr. Murray’s resignation from the Board, which is furnished 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

99.1						Press Release issued Ju ly 30 , 2024.

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.


	RESOURCES CONNECTION, INC.

Date: July 30, 2024	By:	/s/ KATE W. DUCHENE
		Kate W. Duchene
		President and Chief Executive Officer

Resources Connection, Inc.’s Donald B. Murray Resigns as Chairman of the Board

A. Robert Pisano Appointed as Interim Chairman

David White Appointed as Lead Independent Director

IRVINE, California, July 30, 2024 - Resources Connection, Inc. (Nasdaq: RGP) (the “Company” or “RGP”), a global consulting firm, today announced that Donald B. Murray has resigned as Chairman and a director of the Board of Directors (the “Board”) of the Company, effective July 26, 2024.

Mr. Murray founded the Company in 1996, as a venture-backed operating entity within a Big Four accounting firm. He led a management buyout of the Company in 1999, with the private equity firm, Evercore Partners, before leading the Company’s IPO in 2000. During his approximately 28-year tenure with the Company, Mr. Murray served in many critical roles, including as the Company’s Chairman since 1999, as the Company’s Managing Director and then CEO for more than 15 years, and as Executive Chairman of the Board for over two years. In connection with his resignation from the Board, Mr. Murray conveyed his appreciation for his time spent with the Company and wishes it much success.

Upon Mr. Murray’s resignation, the Board appointed A. Robert Pisano to serve as interim Chairman of the Board. Mr. Pisano has served as a director of the Board since 2002 and as Lead Independent Director since 2004. David White has been appointed to succeed Mr. Pisano as the Lead Independent Director of the Board.

Mr. Pisano said: “We are grateful for all of Don’s many contributions to the Company since its inception, including his vision, his keen understanding of the professional services industry, his strategic insights and his passion for helping clients solve their business issues. We wish our founder and friend the best of everything in the future.”

About RGP

Recently named among Forbes’ America’s Best Management Consulting Firms for 2024, RGP is a global consulting firm focused on delivering consulting execution services that power clients’ operational needs and change initiatives utilizing a combination of bench and on-demand, expert 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 and collaboration to deliver practical solutions and more impactful results that power our clients’, employees’, and partners’ success.

We attract top-caliber professionals with in-demand skill sets who seek a workplace environment characterized by choice and control, collaboration and human connection. The trends in today’s marketplace favor flexibility and agility as businesses confront transformation pressures and skilled labor shortages even in the face of protracted economic uncertainty. Our client engagement and talent delivery model offer speed and agility, strongly positioning us to help our clients transform their businesses and workplaces. Our model is especially relevant at a time where cost reduction initiatives drive an enhanced reliance on a flexible workforce to execute transformational projects.

With approximately 3,400 professionals, we annually engage with 1,800 clients around the world from 38 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 88% of the Fortune 100 as of May 2024.

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)

Analyst Contact:

Jennifer Ryu

Chief Financial Officer

(US+) 1-714-430-6500

jennifer.ryu@rgp.com

Media Contact:

Pat Burek

Financial Profiles

(US+) 1-310-622-8244

pburek@finprofiles.com

Cover Page	Jul. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2024
Entity Registrant Name	RESOURCES CONNECTION, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-32113
Entity Tax Identification Number	33-0832424
Entity Address, Address Line One	17101 Armstrong Avenue
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	714
Local Phone Number	430-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RGP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001084765
Amendment Flag	false