Resources Connection, Inc. filed a Form 8-K on October 27, 2026, reporting the outcomes of its October 22, 2026 annual stockholder meeting, including approval of amended equity plans, director elections, and a quarterly cash dividend of $0.07 per share declared by the Board on October 21, 2026.

Key Highlights

  • Quarterly dividend declared: The Board approved a dividend of $0.07 per share, payable December 17, 2026 to stockholders of record as of November 19, 2026.
  • 2020 Performance Incentive Plan amended: Stockholders approved adding 1 million shares, extending the plan term to September 1, 2036, imposing a minimum one-year vesting requirement, and setting a $250,000 annual cap on non-employee director equity awards (rising to $350,000 for the Board Chair or a newly elected director).
  • 2019 Employee Stock Purchase Plan amended: Stockholders approved adding 1.5 million shares and extending the ESPP term to September 1, 2036.
  • Two directors elected to three-year terms: Roger D. Carlile received 20,969,487 votes for and Marco von Maltzan received 20,547,256 votes for, each to serve until the 2029 annual meeting.
  • Ernst & Young LLP ratified: Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026, with 25,452,172 votes for.
  • Advisory pay vote passed: Named executive officer compensation was approved on an advisory basis with 18,633,961 votes for and 2,308,530 against.

Resources Connection Annual Meeting Outcomes and Board Actions, October 2026

According to the filing, Resources Connection, Inc. (NASDAQ:RGP) held its 2026 annual meeting of stockholders on October 22, 2026. Five matters were put to a vote. The two nominated directors, Roger D. Carlile and Marco von Maltzan, were elected to three-year terms expiring at the 2029 annual meeting. Carlile received 20,969,487 votes for and 598,461 against, while von Maltzan received 20,547,256 votes for and 1,015,971 against, with broker non-votes of 5,819,366 for each.

The filing reports that stockholders approved the amended and restated 2020 Performance Incentive Plan with 16,143,011 votes for and 5,182,555 against. The plan changes, which the Board had previously approved subject to stockholder consent, include an additional 1 million authorized shares, a term extension to September 1, 2036, a minimum one-year vesting requirement on equity awards granted after September 2, 2026 (subject to a limited exception in the plan), and annual equity award limits for non-employee directors of $250,000, or $350,000 for the Board Chair or a newly elected director. The amended 2019 Employee Stock Purchase Plan, adding 1.5 million shares and extending its term to the same date, was approved with 20,683,218 votes for and 656,237 against.

Separately, the filing discloses that on October 21, 2026, the Board approved a quarterly cash dividend of $0.07 per share on the company's common stock, payable December 17, 2026 to stockholders of record at the close of business on November 19, 2026. The filing notes that "the Board will assess and approve future dividends quarterly." The filing was signed by Roger Carlile, President and Chief Executive Officer, on October 27, 2026.

What Was Disclosed

Resources Connection reported annual meeting voting results covering director elections, auditor ratification, two equity plan amendments, and an advisory compensation vote, and separately disclosed a $0.07 per share quarterly dividend payable December 17, 2026.