Resources Connection (RGP) Proxy Filing summary

Executive summary

• Fiscal 2025 saw revenue of $551.3 million, a gross margin of 37.6%, and a net loss of $191.8 million due to a $194.4 million non-cash goodwill impairment charge. Adjusted EBITDA was $23.5 million (4.3% margin), with $18.9 million in operating cash flow and $86.1 million in cash and equivalents at year-end, with no debt outstanding.

• The company expanded consulting expertise via the acquisition of Reference Point, completed ERP implementation in North America, and launched a new brand identity. Cross-selling and nurturing a unified culture are key focus areas for fiscal 2026.

• $18.6 million was returned to stockholders through dividends, and $13 million was spent on share repurchases. The company maintained a strong balance sheet and continued cost discipline, reducing SG&A by 3.3% compared to the prior year.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of three directors for three-year terms, (2) ratification of Ernst & Young LLP as independent auditor for fiscal 2026, (3) advisory approval of executive compensation, and (4) other business as may arise.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will be reduced to nine members post-meeting, with three new directors added in 2025 and two retirements. Board refreshment and diversity remain priorities.

• All directors except the CEO are independent under Nasdaq rules. The board separates the roles of Chair and CEO, with an independent Chair.

• Committees (Audit, Compensation, Corporate Governance/Nominating) are composed entirely of independent directors. All committee charters were reviewed and approved in July 2025.

• The board conducts annual self-evaluations and encourages stockholder communications.