Resources Connection (RGP) Proxy Filing summary

Executive summary

• Achieved $632.8 million in revenue, $21.0 million net income, and 8.1% Adjusted EBITDA margin for fiscal 2024, despite macroeconomic headwinds and elongated sales cycles.

• Maintained a strong balance sheet, generated $21.9 million in cash flow from operations, and returned $18.8 million to shareholders via dividends.

• Focused on technology transformation, digital capability expansion, and two strategic acquisitions to drive future growth.

• Launched a new operating model and brand identity in fiscal 2025 to enhance clarity, transparency, and cross-selling across solution offerings.

Voting matters and shareholder proposals

• Election of three directors (Roger Carlile, Lisa M. Pierozzi, A. Robert Pisano) for three-year terms.

• Ratification of RSM US LLP as independent auditor for fiscal 2025.

• Approval of amendment to the 2020 Performance Incentive Plan, increasing shares available by 815,000.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of ten directors with diverse backgrounds and skills; 50% identify as women or racially/ethnically diverse.

• Recent board refreshment: two new members added in 2024, succession planning ongoing.

• Board committees (Audit, Compensation, Corporate Governance/Nominating) are fully independent.

• Lead Independent Director and interim Chairman roles ensure strong independent oversight.

• Annual board and committee self-evaluations confirm effective functioning.