CEO to chair Resources Connection (RGP) as board size is reduced
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Resources Connection, Inc. is planning a Board leadership transition tied to its 2026 Annual Meeting of Stockholders. Chair A. Robert Pisano will retire one year before his current term ends, and director Robert Kistinger will retire under the Board’s mandatory retirement policy. In connection with these changes, the Board will shrink from eight to six members immediately before the 2026 Annual Meeting.
The Board has appointed Chief Executive Officer Roger Carlile to become Chair upon Mr. Pisano’s retirement and named director Susan Collyns as Lead Independent Director effective at the 2026 Annual Meeting. The Board also revised its Director Compensation Policy, cutting the annual retainer for a non-employee Chair from $250,000 to $125,000, and Mr. Carlile will not receive this retainer because he is an employee.
Positive
- None.
Negative
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8-K Event Classification
4 items: 5.02, 7.01, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size before change: 8 directors
Board size after change: 6 directors
Non-employee Chair retainer (old): $250,000 per year
+1 more
4 metrics
Board size before change
8 directors
Prior to reductions approved in connection with 2026 Annual Meeting
Board size after change
6 directors
Effective immediately prior to 2026 Annual Meeting of Stockholders
Non-employee Chair retainer (old)
$250,000 per year
Director Compensation Policy before April 23, 2026 revision
Non-employee Chair retainer (new)
$125,000 per year
Revised Director Compensation Policy effective April 23, 2026
Key Terms
Lead Independent Director, mandatory retirement policy, Director Compensation Policy, Regulation FD Disclosure, +1 more
5 terms
Lead Independent Director financial
"The Board designated Susan Collyns ... to serve in the role of Lead Independent Director"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
mandatory retirement policy financial
"will retire from the Board pursuant to the Board’s mandatory retirement policy"
Director Compensation Policy financial
"the Board revised its Director Compensation Policy to provide for a reduction in the retainer"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Annual Meeting of Stockholders financial
"in connection with its 2026 Annual Meeting of Stockholders"
FAQ
What board changes did Resources Connection (RGP) announce in this 8-K?
Resources Connection announced that Chair A. Robert Pisano and director Robert Kistinger will retire at the 2026 Annual Meeting. The Board will be reduced from eight to six members, and leadership roles will be reassigned to support a planned governance transition.
Who will lead the Resources Connection (RGP) Board after the 2026 Annual Meeting?
Chief Executive Officer Roger Carlile will become Chair of the Board when A. Robert Pisano retires. Independent director Susan Collyns will serve as Lead Independent Director, creating a structure that combines an executive Chair with a designated independent leadership role.
When are A. Robert Pisano and Robert Kistinger leaving the Resources Connection Board?
A. Robert Pisano will retire and resign as director and Chair effective at the 2026 Annual Meeting, one year before his term ends. Robert Kistinger will retire at the same meeting under the Board’s mandatory retirement policy, after completing his current term.
How is Resources Connection (RGP) changing its Board size and composition?
In connection with the announced retirements, the Board approved reducing its size from eight members to six, effective immediately before the 2026 Annual Meeting. This reflects the planned departure of two directors without adding new members at that time.
What changes were made to Resources Connection’s director compensation policy?
The Board cut the annual retainer for a non-employee Chair of the Board by 50%, from $250,000 to $125,000, effective immediately. Because CEO Roger Carlile is an employee, he will not be eligible to receive the Chair retainer under this revised policy.
Did Resources Connection (RGP) issue a press release about these board changes?
Yes. The company issued a press release titled “Resources Connection, Inc. Announces Planned Board Transition and Governance Updates,” dated May 5, 2026. The release discusses the planned leadership transition and governance updates tied to the 2026 Annual Meeting of Stockholders.