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RESOURCES CONNECTION, INC.

For the period ended May 31, 2025. Filed Sep 4, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 31, 2025 · Filed Sep 4, 2025

RGP$2.66+1.1%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholder:9/4/2025

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 2025, we expanded our consulting expertise through our acquisition of Reference Point, completed our Enterprise Resource Planning (“ERP”) system implementation in North America, delivered healthy free cash flow, and maintained a pristine balance sheet. We also continued to evolve our organization by introducing a new brand identity and architecture that showcases our evolution as a firm. Cross-selling across our diversified solution offerings, while also nurturing our unique “one RGP” culture, will be a key area of focus in fiscal 2026. 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 corporate social responsibility (“CSR”) activities.

Social Commitment

At RGP, we prioritize belonging and corporate responsibility to create value for our stockholders, clients, employees and the communities in which we live and work. As a Human First company, we’re creating a workplace where people feel valued and supported. Our success comes from building teams with unique skills, perspectives and backgrounds. We are proud of the gender representation and varied backgrounds and skills found in our workforce. Please review this Proxy Statement and our Annual Report for fiscal 2025 for more robust disclosure around our important CSR initiatives.

Board Refreshment

We continued our board refreshment efforts in fiscal 2025 and early fiscal 2026 by adding two new board members who bring strong experience in strategic and global leadership to RGP’s Board. In June 2025, we welcomed Jeff Fox and Filip Gydé to the Board and as members of our Compensation Committee.

We also celebrate the exemplary service of our directors leaving our Board. David White resigned from our Board in August 2025 as he was appointed interim executive director of the NFL Players Association. Tony Cherbak and Neil Dimick will retire from our Board at the end of their terms on October 16, 2025. We are grateful for the extensive contributions of these directors during their tenure.

We will continue to regularly review our board’s experience, skills and background to ensure our Company is guided by directors who possess the same values that guide our talent strategies – integrity, intellectual rigor, accountability and variety of backgrounds, skills and attributes.

2025 Annual Meeting

We cordially invite you to attend our 2025 Annual Meeting of Stockholders to be held at 3:30 p.m. Central Time on October 16, 2025 at the Company’s headquarters in Dallas, Texas. 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. Duchene

President and Chief Executive Officer

“This year has focused on executing our transformation strategy to deliver the talent, solutions and experience that clients want most. We continue to earn the trust of our clients to deliver experienced execution with high impact and speed.”— Kate W. Duchene / President and Chief Executive Officer

Resources Connection, Inc.

15950 NORTH DALLAS PARKWAY, SUITE 330

DALLAS, TEXAS 75248

(214) 777-0600

Notice of 2025 Annual Meeting of Stockholders

Date and TimeOctober 16, 20253:30 p.m., Central TimePlace15950 North Dallas Parkway, Suite 330, Dallas, Texas 75248Record DateAugust 18, 2025
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
To vote for the election of Susan M. Collyns, Kate W. Duchene and Filip J. L. Gydé to our Board of Directors, each for a three-year term expiring at the annual meeting in 2028 and until their respective successors are duly elected and qualified;
2To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026;
3To approve on an advisory basis the Company’s executive compensation; and
4To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

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 2025 Annual Meeting of Stockholders (“Annual Meeting”) to be held on October 16, 2025, and at any postponements or adjournments thereof. This Proxy Statement and our 2025 Annual Report on Form 10-K, which includes our fiscal 2025 financial statements (“Annual Report”) were first sent or made available to stockholders on or about September 4, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on October 16, 2025.

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://rgp.com/ir/annual-reports-proxies/. The other information on our corporate website does not constitute part of this Proxy Statement.

Table of Contents

12025 Proxy Statement Summary
Financial Highlights
Corporate Highlights
Stockholder Return
Corporate Citizenship and Sustainability Highlights
5Notice of Annual Meeting and Voting Matters
9Proposal 1. Election of Directors
18Executive Officers
19Board 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
27Corporate Citizenship and Sustainability Efforts
30Director Compensation
32Director Compensation Table — Fiscal 2025
Aggregate Outstanding Equity Awards
Stock Ownership Guidelines for Directors
34Policy Regarding Treatment of Related Party Transactions
35Security Ownership of Certain Beneficial Owners and Management
37Delinquent Section 16(A) Reports
38Independent Registered Public Accounting Firm
40Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026
41Audit Committee Report
42Executive Compensation — Compensation Discussion and Analysis
Fiscal 2025 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 2026
53Compensation Committee Report on Executive Compensation
53Compensation Committee Report Interlocks and Insider Participation
54Executive Compensation Tables for Fiscal 2025
Summary Compensation Table — Fiscal 2023 to 2025
Description of Employment Agreements — Cash Compensation
Grants of Plan-Based Awards in Fiscal 2025
Description of Plan-Based Awards
Outstanding Equity Awards at Fiscal 2025 Year-End
Option Exercises and Stock Vested in Fiscal 2025
61Potential Payments upon Termination or Change in Control
65CEO Pay Ratio Disclosure
66Pay Versus Performance Disclosure
70Proposal 3. Advisory Vote on the Company's Executive Compensation
73Questions and Answers

TABLE OF CONTENTS

Forward Looking Statements

Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to expectations concerning matters that are not historical facts. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecast,” “future,” “intends,” “may,” “plans,” “potential,” “predicts,” “remain,” “should,” “strategy” or “will” or the negative of these terms or other comparable terminology. In this Proxy Statement, such statements include statements regarding our expected growth and operational plans, our key focus areas for fiscal 2026, our expectations regarding the macro environment, our environmental responsibility and corporate social responsibility goals, and expectations regarding our continued growth and ability to deliver increased stockholder value. Such statements and all phases of the Company’s operations are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, but are not limited to, the following: risks related to an economic downturn or deterioration of general macroeconomic conditions, potential adverse effects to our and our clients’ liquidity and financial performances from bank failures or other events affecting financial institutions, the highly competitive nature of the market for professional services, risks related to the loss of a significant number of our consultants, or an inability to attract and retain new consultants, the possible impact on our business from the loss of the services of one or more key members of our senior management or key sales professionals, risks related to potential significant increases in wages or payroll-related costs, our ability to secure new projects from clients, our ability to achieve or maintain a suitable pay/bill ratio, our ability to compete effectively in the competitive bidding process, risks related to unfavorable provisions in our contracts which may permit our clients to, among other things, terminate the contracts partially or completely at any time prior to completion, our ability to realize the level of benefit that we expect from our restructuring initiatives, risks that our recent digital expansion and technology transformation efforts may not be successful, our ability to build an efficient support structure as our business continues to grow and transform, our ability to grow our business, manage our growth or sustain our current business, our ability to serve clients internationally, additional operational challenges from our international activities, possible disruption of our business from our past and future acquisitions, the possibility that our recent rebranding efforts may not be successful, our potential inability to adequately protect our intellectual property rights, risks that our computer hardware and software and telecommunications systems are damaged, breached or interrupted, risks related to our use of artificial intelligence (“AI”) and machine learning in our business, risks related to the failure to comply with data privacy laws and regulations and the adverse effect it may have on our reputation, results of operations or financial condition, our ability to comply with governmental, regulatory and legal requirements and company policies, the possible legal liability for damages resulting from the performance of projects by our consultants or for our clients’ mistreatment of our personnel, risks arising from changes in applicable tax laws or adverse results in tax audits or interpretations, the possible adverse effect on our business model from the reclassification of our independent contractors by foreign tax and regulatory authorities, the possible difficulty for a third party to acquire us and resulting depression of our stock price, the operating and financial restrictions from our credit facility, risks related to the variable rate of interest in our credit facility, the possible impact of activist shareholders, the possibility that we are unable to or elect not to pay our quarterly dividend payment, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 31, 2025 and our other public filings made with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 000-32113). Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business or operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not intend, and undertakes no obligation, to update the forward-looking statements in this Proxy Statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless required by law to do so.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.