Resources Connection (RGP) Proxy filing summary

Executive summary

• Fiscal 2026 was a year of transition, with a new CEO appointed and a focus on cost structure and service offering refinement.

• Revenue reached $452.0 million, gross margin was 37.5%, and net loss was $40.6 million, including restructuring and management transition costs.

• Adjusted EBITDA was $5.0 million (1.1% margin), with $1.4 million in cash flow from operations and $82.4 million in cash at year-end.

• 83% of top 100 clients were retained, and $9.4 million was returned to shareholders via dividends.

• The company continued investments in sales, consulting capabilities, and digital transformation, while simplifying operations and aligning costs.

Voting matters and shareholder proposals

• Election of two directors (Roger D. Carlile and Marco von Maltzan) for three-year terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027.

• Approval of amendments to the 2020 Performance Incentive Plan (adding 1,000,000 shares, extending term, and imposing minimum vesting requirements).

• Approval of amendments to the 2019 Employee Stock Purchase Plan (adding 1,500,000 shares, extending term).

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

Board of directors and corporate governance

• Board will reduce to six members post-meeting, with 83% independence and 50% diversity.

• CEO will also serve as Chair; Lead Independent Director role established for enhanced oversight.

• Board committees (Audit, Compensation, Corporate Governance/Nominating) are composed entirely of independent directors.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Annual board self-evaluation and robust director skills matrix in place.