Resources Connection Shareholders Approve All Proposals, Re-Elect Carlile

Key Points

• Resources Connection shareholders approved all five proposals at the 2026 annual meeting, with 78.7% of outstanding shares represented.
• Chairman, President and CEO Roger D. Carlile and director Marco von Maltzan were re-elected to three-year terms ending at the 2029 annual meeting.
• Shareholders also ratified EY as the fiscal 2027 auditor and approved amendments to the company’s incentive and employee stock purchase plans, along with advisory approval of executive compensation.

Resources Connection NASDAQ: RGP shareholders approved all five proposals presented at the company’s 2026 annual meeting, including the re-election of Chairman, President and Chief Executive Officer Roger D. Carlile and director Marco von Maltzan.

The virtual meeting was held with holders of 78.7% of the company’s outstanding common shares represented in person or by proxy, according to Chief Legal Officer and Corporate Secretary Rebecca Cottrell. The represented shares constituted a quorum.

Carlile and von Maltzan were re-elected to three-year terms that will expire at the company’s 2029 annual meeting, or when their respective successors are elected and qualified. The company said no other director nominations had been received under its bylaws.

Shareholders Approve Incentive and Purchase Plan Amendments

In addition to director elections, stockholders ratified the appointment of EY as Resources Connection’s independent registered public accounting firm for fiscal 2027.

Shareholders also approved amendments and restatements of the company’s 2020 Performance Incentive Plan and its 2019 Employee Stock Purchase Plan. The company did not provide voting totals during the meeting, saying final results would be reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days.

Stockholders also approved, on an advisory basis, compensation for the company’s named executive officers.

• Roger D. Carlile and Marco von Maltzan were re-elected as directors.
• EY was ratified as independent registered public accounting firm for fiscal 2027.
• The amended 2020 Performance Incentive Plan was approved.
• The amended 2019 Employee Stock Purchase Plan was approved.
• Named executive officer compensation received advisory approval.

Board Retirements Recognized

During the meeting, Carlile recognized longtime directors Bob Pisano and Bob Kistinger, who retired from the board and did not stand for re-election.

“We celebrate their exemplary service and thank them for their extensive contributions to the Company and the Board,” Carlile said.

The company’s directors attending the meeting included Sue Collyns, Jeff Fox, Filip Gydé, von Maltzan, Lisa Pierozzi and Carlile.

No Stockholder Questions Submitted

Resources Connection received no questions from stockholders concerning the matters submitted for a vote, Cottrell said. The company also received no questions during the general question-and-answer session after the formal meeting adjourned.

Carlile concluded the meeting by thanking shareholders for their attendance, participation and continued support.

About Resources Connection (NASDAQ:RGP)

Resources Connection, Inc NASDAQ: RGP is a professional services and consulting company that helps organizations address complex business, operational and regulatory needs. Through its Resources Global Professionals business, the company provides project-based consultants and consulting solutions to clients across a range of corporate functions.

Its services include accounting and finance, internal audit and risk management, compliance, legal and regulatory affairs, information technology, human resources, supply chain management, and other operational and business transformation initiatives.

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