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RESOURCES CONNECTION, INC.

For the period ended Sep 10, 2026. Filed Sep 10, 2026.

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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.

Sep 10, 2026 · Filed Sep 10, 2026

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:September 10, 2026

As I stepped into the role of CEO in mid-fiscal 2026, I was struck by the strong culture and capabilities present in the business. While fiscal 2026 was a year of transition for RGP as we refined our cost structure and service offerings, I am optimistic about our streamlined business and our opportunity to achieve growth in fiscal 2027. Thank you for your continued support as we execute our strategy and aim to create long-term value for our stockholders.

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 we Dare to Work Differently®, 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 varied backgrounds and skills found in our workforce. Please review this Proxy Statement and our Annual Report for fiscal 2026 for more robust disclosure around our important CSR initiatives.

Board Refreshment

As previously announced, two long-standing directors, Bob Pisano and Bob Kistinger, will retire from our Board effective at the 2026 Annual Meeting of Stockholders. We celebrate their exemplary service and thank them for their extensive contributions to the Company and the Board over their long-tenured service.

Upon Bob Pisano’s retirement at the 2026 Annual Meeting, I will assume the role of Chair of the Board in addition to my role as CEO of the Company to provide aligned leadership and strategic direction between the Board and the Company. Sue Collyns will assume the position of Lead Independent Director of the Board.

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.

2026 Annual Meeting

We invite you to attend our 2026 Annual Meeting of Stockholders that will be held virtually on October 22, 2026 at 3:30 p.m. Central Time. 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 continued investment in RGP and for the confidence you place in our Company. As we continue to Dare to Work Differently®, we remain focused on delivering value for our shareholders. We look forward to the year ahead and hope to see you at our Annual Meeting.

Sincerely,

Roger D. Carlile

President and Chief Executive Officer

“Throughout Fiscal 2026, we took meaningful steps to strengthen RGP's foundation, focus our investments, and enhance our ability to deliver differentiated solutions that create lasting value for clients and shareholders.”— Roger D. Carlile / President and Chief Executive Officer

Resources Connection, Inc.

15950 NORTH DALLAS PARKWAY, SUITE 330

DALLAS, TEXAS 75248

(214) 777-0600

Notice of 2026 Annual Meeting of Stockholders

Date and TimeOctober 22, 20263:30 p.m., Central TimeVirtualwww.virtualshareholdermeeting.com/RGP2026Record DateAugust 24, 2026

Proxy Voting

It 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 Roger D. Carlile and Marco von Maltzan to our Board of Directors, each for a three-year term expiring at the annual meeting in 2029 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 2027;
3To approve the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan;
4To approve the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan;
5To approve on an advisory basis the Company’s executive compensation; and
6To 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 2026 Annual Meeting of Stockholders (“Annual Meeting”) to be held on October 22, 2026, and at any postponements or adjournments thereof. This Proxy Statement and our 2026 Annual Report on Form 10-K, which includes our fiscal 2026 financial statements (“Annual Report”) were first sent or made available to stockholders on or about September 10, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on October 22, 2026.

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

12026 Proxy Statement Summary
Notice of Annual Meeting and Voting Matters
Financial Highlights
Corporate Highlights
Stockholder Return
Corporate Citizenship and Sustainability Highlights
10Proposal 1. Election of Directors
Board of Directors
Board Composition
Director Skills Matrix
17Executive Officers
19Corporate Governance
Board Leadership Structure
Director Independence
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 2026
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 2027
41Audit Committee Report
42Proposal 3. Approval of the Amended 2020 Performance Incentive Plan
54Proposal 4. Approval of the Amended 2019 Employee Stock Purchase Plan
59Executive Compensation — Compensation Discussion and Analysis
Fiscal 2026 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
Stock Ownership Guidelines for NEOs
Tax Deductibility of Executive Compensation
Post Fiscal 2026 Executive Compensation Decisions
72Compensation Committee Report on Executive Compensation
72Compensation Committee Report Interlocks and Insider Participation
73Executive Compensation Tables for Fiscal 2026
Summary Compensation Table — Fiscal 2024 to 2026
Description of Employment Agreements — Cash Compensation
Grants of Plan-Based Awards in Fiscal 2026
Description of Plan-Based Awards
Outstanding Equity Awards at Fiscal 2026 Year-End
Option Exercises and Stock Vested in Fiscal 2026
81Potential Payments upon Termination or Change in Control
86CEO Pay Ratio Disclosure
87Pay Versus Performance Disclosure
92Proposal 5. Advisory Vote on the Company's Executive Compensation
95Questions and Answers
100Additional Information
101Annex A- Amended and Restated 2020 Performance Incentive Plan
115Annex B- Amended and Restated 2019 Employee Stock Purchase Plan

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 2027, our environmental responsibility and corporate social responsibility goals, and expectations regarding our 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, 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 digital expansion and technology transformation efforts may not be successful, our ability to use artificial intelligence ("AI") and machine learning in our business, 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, 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 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, our ability to establish and maintain effective internal control over financial reporting, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 30, 2026 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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