Resources Connection holders approve 1.5M more plan shares
The Board set a $0.07-per-share cash dividend payable December 17, 2026, to stockholders of record November 19, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Resources Connection, Inc. stockholders approved amendments to its 2020 Performance Incentive Plan and 2019 Employee Stock Purchase Plan at the October 22, 2026 annual meeting. The incentive plan adds 1 million shares authorized for issuance and extends until September 1, 2036. Equity awards granted after September 2, 2026 require at least one-year vesting, subject to a limited exception. Annual limits on equity-based awards are $250,000 per year for a non-employee director and $350,000 per year for a non-employee director serving as Chair of the Board or newly elected to the Board. The ESPP adds 1.5 million shares authorized for issuance and also extends until September 1, 2036.
The Board approved a cash dividend of $0.07 per share, payable December 17, 2026, to stockholders of record November 19, 2026; future dividends will be assessed and approved quarterly. Stockholders elected Roger D. Carlile and Marco von Maltzan to director terms expiring at the 2029 annual meeting, ratified Ernst & Young LLP for fiscal 2026, and approved named executive officer compensation on an advisory basis.
8-K Event Classification
4 items: 5.02, 5.07, 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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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, or exhibit attachments filed with this report.
Key Figures
Cash dividend per share: $0.07 per share
Additional shares authorized for issuance under the 2020 Performance Incentive Plan: 1 million shares
Additional shares authorized for issuance under the 2019 Employee Stock Purchase Plan: 1.5 million shares
+4 more
7 metrics
Cash dividend per share
$0.07 per share
Approved by the Board
Additional shares authorized for issuance under the 2020 Performance Incentive Plan
1 million shares
Amended plan approved by stockholders
Additional shares authorized for issuance under the 2019 Employee Stock Purchase Plan
1.5 million shares
Amended plan approved by stockholders
Minimum vesting requirement
1 year
Equity-based awards granted under the 2020 Plan after September 2, 2026, subject to a limited exception
Annual equity-award limit for non-employee directors
$250,000 per year
Under the amended 2020 Plan
Annual equity-award limit for a non-employee director serving as Chair of the Board or newly elected to the Board
$350,000 per year
Under the amended 2020 Plan
Plan term
September 1, 2036
Amended 2020 Plan and 2019 Employee Stock Purchase Plan
Key Terms
minimum one-year vesting requirement, Broker Non-Votes, advisory basis, independent registered public accounting firm
4 terms
minimum one-year vesting requirement financial
"impose a minimum one-year vesting requirement"
Broker Non-Votes financial
"Votes Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"approve, on an advisory basis"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is RGP's quarterly dividend and when is it payable?
RGP's Board approved a cash dividend of $0.07 per share, payable December 17, 2026, to stockholders of record November 19, 2026. Future dividends will be assessed and approved quarterly.
How did RGP stockholders vote on the two plan amendments?
The 2020 Plan amendment received 16,143,011 votes for and 5,182,555 against, with 256,781 abstentions and 5,819,366 broker non-votes. The ESPP amendment received 20,683,218 votes for and 656,237 against, with 242,892 abstentions and 5,819,366 broker non-votes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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, 2026
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (214 ) 777-0600
(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 | ||||||||||||
(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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amended and Restated 2020 Performance Incentive Plan
The Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) previously approved an amendment and restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by an additional 1 million shares; (2) extend the term of the 2020 Plan until September 1, 2036; (3) impose a minimum one-year vesting requirement on equity-based awards granted under the 2020 Plan after September 2, 2026, subject to a limited exception set forth in the 2020 Plan; and (4) impose a $250,000 per year limit on equity-based awards granted to non-employee directors, with such limit increasing to $350,000 per year for a non-employee director serving as Chair of the Board or that is newly elected to the Board. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated 2020 Plan.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2020 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Approval of Amended and Restated 2019 Employee Stock Purchase Plan
The Board previously approved an amendment and restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the ESPP by an additional 1.5 million shares and (2) extend the term of the ESPP until September 1, 2036. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated ESPP.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of stockholders of the Company was held on October 22, 2026. Results of the voting at the annual meeting of stockholders are set forth below.
Election of Directors. The stockholders elected the following two directors to hold office for a three-year term expiring at the 2029 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 | ||||||||||
| Roger D. Carlile | 20,969,487 | 598,461 | 14,399 | 5,819,366 | ||||||||||
| Marco von Maltzan | 20,547,256 | 1,015,971 | 19,120 | 5,819,366 | ||||||||||
Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 25,452,172 | 210,462 | 1,739,079 | ― | ||||||||
Approval of the Amendment and Restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan. The stockholders voted to approve the amendment and restatement of the 2020 Performance Incentive Plan. The voting results were as follows:
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 16,143,011 | 5,182,555 | 256,781 | 5,819,366 | ||||||||
Approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan. The stockholders voted to approve the amendment and restatement of the 2019 Employee Stock Purchase Plan. The voting results were as follows:
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 20,683,218 | 656,237 | 242,892 | 5,819,366 | ||||||||
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 | ||||||||
| 18,633,961 | 2,308,530 | 639,856 | 5,819,366 | ||||||||
Item 8.01 Other Events.
Approval of Dividend.
On October 21, 2026, the Board approved a dividend of $0.07 per share on the Company’s common stock. The dividend is payable December 17, 2026 to stockholders of record at the close of business on November 19, 2026. The Board will assess and approve future dividends quarterly. The full text of the Company’s press release, issued on October 27, 2026, 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 | |||||||
10.1 | Resources Connection, Inc. 2020 Performance Incentive Plan (as amended and restated September 2, 2026). | |||||||
10.2 | Resources Connection, Inc. 2019 Employee Stock Purchase Plan (as amended and restated September 2, 2026). | |||||||
99.1 | Press Release entitled “Resources Connection, Inc. Announces Quarterly Dividend and Dividend Payment Date,” issued October 27, 2026. | |||||||
| 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.
RESOURCES CONNECTION, INC. | ||||||||
| Date: October 27, 2026 | By: | /s/ Roger Carlile | ||||||
| Roger Carlile | ||||||||
| President and Chief Executive Officer | ||||||||
Resources Connection, Inc. Announces Quarterly Dividend and Dividend Payment Date
DALLAS, Texas, October 27, 2026 – Resources Connection, Inc. (Nasdaq: RGP) (the “Company”) announced today that the Board of Directors has approved a cash dividend of $0.07 per share, payable on December 17, 2026 to all stockholders of record on November 19, 2026.
ABOUT RGP
RGP (Nasdaq: RGP) has been redefining professional services for 30 years by closing the gap between advice and execution. RGP combines the flexibility of on-demand talent, the rigor of consulting, and the accountability of managed services for faster impact, smarter investment, and lower risk. The firm partners with CFOs and other C-suite leaders across finance, digital transformation, data, and cloud — connecting advisory to execution at global scale.
Based in Dallas, Texas, with offices worldwide, RGP annually engages with nearly 1,500 clients around the world from approximately 35 physical practice offices and multiple virtual offices. As of August 2026, RGP is proud to have served 90% of the Fortune 100 and has been recognized by U.S. News & World Report (2025-2026 Best Companies to Work for) and Forbes (America’s Best Midsize Employers 2026, America’s Best Management Consulting Firms 2025, World’s Best Management Consulting Firms 2025).
Resources Connection, Inc. (RGP) is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: https://www.rgp.com. (RGP-F)
Investor Contact:
Jessica Block, Chief AI Officer and Interim Chief Financial Officer
(US+) 1-214-777-0600
Jessica.Block@rgp.com
Media Contact:
Kaitlynn Cooney
Walker Sands
rgp@walkersands.com