[8-K] RESOURCES CONNECTION, INC. Reports Material Event

Rhea-AI Filing Summary

Resources Connection (RGP) reported results from its 2025 annual meeting and declared a quarterly cash dividend. The Board approved a $0.07 per share dividend, payable December 12, 2025 to stockholders of record on November 14, 2025. The Board will assess future dividends quarterly.

Shareholders elected three directors to terms expiring at the 2028 annual meeting: Susan M. Collyns (18,935,535 for), Kate W. Duchene (23,901,416 for), and Filip J. L. Gydé (24,604,820 for). They also ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 with 28,719,628 votes for. The advisory vote on named executive officer compensation passed with 23,163,194 votes for.

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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 16, 2025

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.)

15950 North Dallas Parkway, Suite 330, Dallas, Texas 75248

(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:

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						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 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 5.07    Submission of Matters to a Vote of Security Holders.

The 2025 annual meeting of stockholders of the Company was held on October 16, 2025. 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 2028 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
Susan M. Collyns			18,935,535			5,982,595			44,859			4,146,319
Kate W. Duchene			23,901,416			1,011,949			49,624			4,146,319
Filip J. L. Gydé			24,604,820			304,869			53,300			4,146,319

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
28,719,628			277,875			111,805			―

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
23,163,194			1,702,340			97,455			4,146,319

Item 8.01    Other Events.

On October 16, 2025, the Board approved a dividend of $0.07 per share on the Company’s common stock. The dividend is payable December 12, 2025 to stockholders of record at the close of business on November 14, 2025. The Board will assess and approve future dividends quarterly. The full text of the Company’s press release, issued on October 20, 2025, 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 “Resources Connection, Inc. Announces Quarterly Dividend and Dividend Payment Date,” issued October 20, 2025.
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 20, 2025			By:			/s/ JENNIFER Y. RYU
						Jennifer Y. Ryu
						Executive Vice President and Chief Financial Officer

FAQ

What dividend did RGP declare and when is it payable?

The Board approved a $0.07 per share dividend, payable on December 12, 2025 to stockholders of record on November 14, 2025.

Which directors did RGP shareholders elect at the 2025 annual meeting?

Shareholders elected Susan M. Collyns, Kate W. Duchene, and Filip J. L. Gydé to terms expiring at the 2028 annual meeting.

Did shareholders ratify RGP’s independent auditor for fiscal 2026?

Yes. Ernst & Young LLP was ratified with 28,719,628 votes for, 277,875 against, and 111,805 abstain.

How did the say‑on‑pay advisory vote turn out for RGP (RGP)?

The advisory vote on named executive officer compensation was approved with 23,163,194 votes for, 1,702,340 against, and 97,455 abstain.

Will RGP continue paying dividends regularly?

The Board stated it will assess and approve future dividends quarterly.

What were the vote totals for each director at RGP?

Collyns: 18,935,535 for; Duchene: 23,901,416 for; Gydé: 24,604,820 for. Each had broker non‑votes of 4,146,319.