RESOURCES CONNECTION, INC.
For the period ended Sep 10, 2026. Filed Sep 10, 2026.
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Sep 10, 2026 · Filed Sep 10, 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 Time | Virtualwww.virtualshareholdermeeting.com/RGP2026 | Record 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; | |
| 2 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2027; |
| 3 | To approve the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan; |
| 4 | To approve the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan; |
| 5 | To approve on an advisory basis the Company’s executive compensation; and |
| 6 | To 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
| 1 | 2026 Proxy Statement Summary |
| Notice of Annual Meeting and Voting Matters | |
| Financial Highlights | |
| Corporate Highlights | |
| Stockholder Return | |
| Corporate Citizenship and Sustainability Highlights | |
| 10 | Proposal 1. Election of Directors |
| Board of Directors | |
| Board Composition | |
| Director Skills Matrix | |
| 17 | Executive Officers |
| 19 | Corporate 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 | |
| 27 | Corporate Citizenship and Sustainability Efforts |
| 30 | Director Compensation |
| 32 | Director Compensation Table — Fiscal 2026 |
| Aggregate Outstanding Equity Awards | |
| Stock Ownership Guidelines for Directors | |
| 34 | Policy Regarding Treatment of Related Party Transactions |
| 35 | Security Ownership of Certain Beneficial Owners and Management |
| 37 | Delinquent Section 16(a) Reports |
| 38 | Independent Registered Public Accounting Firm |
| 40 | Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2027 |
| 41 | Audit Committee Report |
| 42 | Proposal 3. Approval of the Amended 2020 Performance Incentive Plan |
| 54 | Proposal 4. Approval of the Amended 2019 Employee Stock Purchase Plan |
| 59 | Executive 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 | |
| 72 | Compensation Committee Report on Executive Compensation |
| 72 | Compensation Committee Report Interlocks and Insider Participation |
| 73 | Executive 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 | |
| 81 | Potential Payments upon Termination or Change in Control |
| 86 | CEO Pay Ratio Disclosure |
| 87 | Pay Versus Performance Disclosure |
| 92 | Proposal 5. Advisory Vote on the Company's Executive Compensation |
| 95 | Questions and Answers |
| 100 | Additional Information |
| 101 | Annex A- Amended and Restated 2020 Performance Incentive Plan |
| 115 | Annex 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.