RESOURCES CONNECTION, INC.
For the period ended Oct 17, 2024. Filed Sep 5, 2024.
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Oct 17, 2024 · Filed Sep 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
RESOURCES CONNECTION, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| We remain committed to investments that we believe will enable future growth and reinforce RGP’s mission to empower our clients and our people to work differently.”— Kate W. Duchene / President and Chief Executive Officer | |
| Dear Stockholder: | |
| Thank you for your continued investment and interest in RGP. While the past year proved to be challenging given sustained macro uncertainty, we are proud of the work we did in providing exceptional value to our clients and strengthening the foundation of our business to meet the needs of a changing world. In fiscal 2024, we made meaningful progress on our technology transformation journey, delivered healthy free cash flow, maintained a pristine balance sheet, and deepened our digital and technology capabilities and expanded our consulting expertise through two strategic acquisitions. We also continued to evolve our organization by laying the groundwork for the new operating model we launched in fiscal 2025 to enhance clarity and transparency for all stakeholders, as well as a new brand identity and architecture, launching later in fiscal 2025, that showcases our evolution as a firm. Operationalizing our new operating model and leveraging it to drive the cross-sell across our diversified solution offerings, while also nurturing our unique “one team” culture, will be a key area of focus in fiscal 2025. We believe these moves will position RGP for growth as the macro environment improves.In this Proxy Statement, we are pleased to share the following information about our Board governance, compensation practices, and diversity, equity and inclusion (“DE&I”) activities.DE&IAt RGP, DE&I are critical underpinnings of our shared values. As a Human First company, we recognize diversity as a strength that is cultivated through our culture, our people, our business and our clients. We are working to protect and promote inclusion and equity in the workforce and in corporate leadership. We are proud of the gender representation in our workforce and the diversity of our executive team. We continue to focus on building and advancing diverse leaders at all levels of the company. Please review this Proxy Statement and our Annual Report for fiscal 2024 for more robust disclosure around the outstanding gender and racial diversity representation in our leadership and across our employee base, as well as our other important corporate citizenship initiatives.Board RefreshmentWe continued our board refreshment efforts in fiscal 2024 by adding two new board members who bring strong experience in strategic and global leadership to RGP’s Board. In August 2023, we welcomed Sue Collyns to the Board and as a member of our Audit Committee. | We also recently appointed Ms. Collyns as Chair of our Corporate Governance and Nominating Committee. Shortly after the close of fiscal 2024, in June 2024, Roger Carlile was appointed to the Board and also as a member of our Compensation and Corporate Governance and Nominating Committees. We also celebrated the tremendous accomplishments of our long-time Chairman Donald Murray, who stepped down from the Board in July. We appreciate that upon Mr. Murray’s resignation, our long-term Board member and Lead Independent Director, Bob Pisano, stepped in as our interim Chairman to ensure the stability of the Board and assist with the mentorship of other board members as we engage in succession planning. David White, the Chair of our Compensation Committee, has taken on the role of Lead Independent Director, partnering closely with Mr. Pisano in these efforts. We will continue our refreshment and succession efforts in the coming year as we plan to increase diversity in experience, skills and background. In our search for new Board members, we seek the same values that guide our talent strategies – integrity, intellectual rigor, accountability and diversity of backgrounds, skills and attributes.2024 Annual MeetingWe cordially invite you to attend our 2024 Annual Meeting of Stockholders to be held at 1:30 p.m. Pacific Time, on October 17, 2024, at the Company’s headquarters in Irvine, California. The formal Notice of the Annual Meeting appears on the following page and describes the matters we expect to be acted upon at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important your shares be represented. Please follow the directions below to vote your shares in a timely manner.We thank you for your ownership and are grateful for your support as we Dare to Work Differently®. We look forward to the year ahead and hope to see you at our Annual Meeting.Sincerely,Kate W. DuchenePresident and Chief Executive Officer |
Resources Connection, Inc.
17101 ARMSTRONG AVENUE
IRVINE, CALIFORNIA 92614
(714) 430-6400
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIMEOctober 17, 20241:30 p.m., Pacific Time · PLACE17101 Armstrong Avenue,Irvine, California 92614 · RECORD DATEAugust 19, 2024 | |
|---|---|
| PROXY VOTINGIt is important that your shares be represented and voted at the Annual Meeting. Please submit your proxy as soon as possible via the Internet, telephone or mail. Submitting your proxy by one of these methods will ensure your representation at our annual meeting regardless of whether you attend the meeting. Voting instructions are printed on your proxy card, Notice of Internet Availability or voting instruction form, as applicable. | |
| ITEMS OF BUSINESS | |
| 1 | To vote for the election of Roger Carlile, Lisa M. Pierozzi and A. Robert Pisano to our Board of Directors, each for a three-year term expiring at the annual meeting in 2027 and until their respective successors are duly elected and qualified; |
| 2 | To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2025; |
| 3 | To approve the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan; |
| 4 | To approve on an advisory basis the Company’s executive compensation; and |
| 5 | To transact such other business as may properly come before the meeting or any postponements or adjournments thereof. |
Proxy Statement
We are sending this Proxy Statement to you, the stockholders of Resources Connection, Inc. (“RGP,” “we” or the “Company”), a Delaware corporation, as part of our Board of Directors’ (our “Board’s”) solicitation of proxies to be voted at our 2024 Annual Meeting of Stockholders (“Annual Meeting”) to be held on October 17, 2024, and at any postponements or adjournments thereof. This Proxy Statement and our 2024 Annual Report on Form 10-K, which includes our fiscal 2024 financial statements (“Annual Report”) were first sent or made available to stockholders on or about September 5, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on October 17, 2024.
This Proxy Statement and our Annual Report are available electronically atwww.proxyvote.com. Copies of these materials are also available electronically on the Company’s website athttps://ir.rgp.com/financials-filings/annual-reports-and-proxies. The other information on our corporate website does not constitute part of this Proxy Statement.
2 —RGP 2024 Proxy Statement
Table of Contents
| 4 | Forward Looking Statements |
| 5 | 2024 Proxy Statement Summary |
| Who We Are | |
| What We Value | |
| Board Highlights | |
| Financial Highlights | |
| Corporate Highlights | |
| Stockholder Return | |
| Corporate Citizenship and Sustainability Highlights | |
| 10 | Notice of Annual Meeting and Voting Matters |
| 15 | Proposal 1. Election of Directors |
| 24 | Executive Officers |
| 25 | Board of Directors |
| Board Leadership Structure | |
| Director Independence | |
| Board Composition | |
| Director Skills Matrix | |
| Committees of the Board | |
| Attendance at Meetings | |
| Committee Charters | |
| Corporate Governance and Nominating Committee | |
| Compensation Committee | |
| Audit Committee | |
| The Board’s Role in Risk Oversight | |
| Risk Assessment of Compensation Programs | |
| Insider Trading Policy Summary | |
| Employee, Officer and Director Hedging | |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | |
| Board Evaluation Process | |
| Communications with the Board | |
| 35 | Corporate Citizenship and Sustainability Efforts |
| 40 | Director Compensation |
| 42 | Director Compensation Table — Fiscal 2024 |
| Aggregate Outstanding Equity Awards | |
| Stock Ownership Guidelines for Directors | |
| 45 | Policy Regarding Treatment of Related Party Transactions |
| 46 | Security Ownership of Certain Beneficial Owners and Management |
| 48 | Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025 |
| 49 | Audit Committee Report |
| 50 | Proposal 3. Approval of the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan |
| 61 | Executive Compensation — Compensation Discussion and Analysis |
| Fiscal 2024 Executive Summary | |
| Compensation Governance | |
| Compensation Philosophy | |
| Compensation Program Design | |
| Use of Compensation Consultant | |
| Use of Peer Group Data | |
| Role of Stockholder Say-on-Pay Votes and Investor Feedback | |
| Elements of Pay for Named Executive Officers | |
| Change In Control and Severance Benefits | |
| Stock Ownership Guidelines for NEOs | |
| Tax Deductibility of Executive Compensation | |
| Decisions for Fiscal 2025 | |
| 72 | Compensation Committee Report on Executive Compensation |
| 72 | Compensation Committee Report Interlocks and Insider Participation |
| 73 | Executive Compensation Tables for Fiscal 2024 |
| Summary Compensation Table — Fiscal 2022 to 2024 | |
| Description of Employment Agreements — Cash Compensation | |
| Grants of Plan-Based Awards in Fiscal 2024 | |
| Description of Plan-Based Awards | |
| Outstanding Equity Awards at Fiscal 2024 Year-End | |
| Option Exercises and Stock Vested in Fiscal 2024 | |
| 80 | Potential Payments upon Termination or Change in Control |
| 84 | CEO Pay Ratio Disclosure |
| 85 | Pay Versus Performance Disclosure |
| 89 | Proposal 4. Advisory Vote on the Company's Executive Compensation |
| 92 | Questions and Answers |
| 98 | Annex A. Resources Connection, Inc. 2020 Performance Incentive Plan (as amended and restated August 22, 2024) |
RGP 2024 Proxy Statement — 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.