Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 29, 2021, the Board of Directors (the "Board") of Resources Connection,
Inc. (the "Company") approved the increase in the number of members of the Board
from ten to eleven members and appointed David P. White to the Board to fill the
resulting vacancy. Mr. White has been appointed as a Class II director, to
serve until the Company's 2023 annual meeting of stockholders and until his
successor is duly elected and qualified. Mr. White will also serve as a member
of the Board's Corporate Governance and Nominating Committee. The Board of
Directors has determined that Mr. White is an independent director under
applicable listing standard of The Nasdaq Stock Market LLC for service on the
Board and the Corporate Governance and Nominating Committee of the Board.
As a non-employee director, Mr. White will receive compensation in the same
manner as the Company's other non-employee directors, in accordance with the
Company's Directors' Compensation Policy, which is attached as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the fiscal year ended May 29, 2021,
filed with the Securities and Exchange Commission on July 23, 2021.
Mr. White will also enter into an indemnification agreement with the Company in
the form previously approved by the Board and filed with the Securities and
Exchange Commission as Exhibit 10.26 to the Company's Annual Report on Form 10-K
for the year ended May 31, 2008, filed with the Securities and Exchange
Commission on July 30, 2008.
There is no arrangement or understanding between Mr. White and any other persons
pursuant to which he was appointed as a director, and Mr. White has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The full text of the Company's press release, issued on August 2, 2021,
announcing Mr. White's appointment to the Board is included as Exhibit 99.1 to
this report.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On July 29, 2021, the Board approved a dividend of $0.14 per share on the
Company's common stock. The dividend is payable September 23, 2021, to
shareholders of record at the close of business on August 26, 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 August 2,
2021, announcing the quarterly dividend payment is included as Exhibit 99.2 to
this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release entitled "RGP Announces the Appointment of David P.
White to the Board of Directors," issued August 2, 2021.
99.2 Press Release entitled "RGP Announces Quarterly Dividend and
Dividend Payment Date," issued August 2, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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