RESOURCES CONNECTION, INC. — Declaration of Voting Results & Voting Rights Announcements 2021

Oct 22, 2021

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): October 21, 2021

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:

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

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

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

☐ 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 ☐

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. ☐

Item 5.07: Submission of Matters to a Vote of Security Holders.

The 2021 annual meeting of stockholders of the Company was held on October 21, 2021. Results of the voting at the annual meeting of stockholders are set forth below.

Election of Directors . The stockholders elected the following three directors to hold office for a three-year term expiring at the 2024 annual meeting of stockholders or until their successors are duly elected and qualified. The voting results were as follows:

Director	Votes For	Votes Against	Votes Abstain	Broker Non-Votes
Donald B. Murray	25,436,046	678,900	11,899	3,306,090
Lisa M. Pierozzi	26,001,831	121,610	3,404	3,306,090
A. Robert Pisano	23,851,701	2,262,439	12,705	3,306,090

Appointment of RSM US LLP as Independent Registered Public Accounting Firm . The stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. The voting results were as follows:

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
29,290,866	90,451	51,618	-

Advisory Vote on Named Executive Officer Compensation . The stockholders voted to approve, on an advisory basis, the named executive officer compensation described in the proxy statement for the annual meeting of stockholders. The voting results were as follows:

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
24,038,856	2,006,623	81,366	3,306,090

Item 8.01 Other Events.

On October 21, 2021, the Board approved a dividend of $0.14 per share on the Company’s common stock. The dividend is payable December 16, 2021, to shareholders of record at the close of business on November 18, 2021. The Company’s board of directors will assess and approve future dividends quarterly. The full text of the Company’s press release, issued on October 22, 2021, announcing the quarterly dividend payment is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press
Release entitled “RGP Announces Quarterly Dividend and Dividend Payment Date,” issued October 22, 2021.
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.

Date: October 22, 2021
By:	/s/ Kate W. Duchene
	Kate W. Duchene
	President and Chief Executive Officer