Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 20, 2021, Ms. Susan J. Crawford notified Resources Connection, Inc.
(the "Company") of her resignation as a member of the Board of Directors (the
"Board") of the Company, effective February 1, 2021. Ms. Crawford's resignation
as a member of the Board is in connection with the retirement policy set forth
in the Company's Corporate Governance Guidelines and is not due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On January 21, 2021 and effective as of February 1, 2021, the Board appointed
Lisa M. Pierozzi to the Board to replace Ms. Crawford upon her retirement from
the Board and to serve as a director until the Company's 2021 annual meeting of
stockholders and until her successor is duly elected and qualified. Ms. Pierozzi
will also serve as a member of the Board's Audit Committee.
As a non-employee director, Ms. Pierozzi will receive compensation in the same
manner as the Company's other non-employee directors, in accordance with the
Company's Directors' Compensation Policy, which is attached as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the fiscal year ended May 26, 2018,
filed with the Securities and Exchange Commission on July 23, 2018, which
exhibit is incorporated herein by this reference. Ms. Pierozzi will also enter
into an indemnification agreement with the Company in the form previously
approved by the Board and filed with the Securities and Exchange Commission as
Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended
March 31, 2008, filed with the Securities and Exchange Commission on July 30,
2008.
There is no arrangement or understanding between Ms. Pierozzi and any other
persons pursuant to which she was appointed as a director, and Ms. Pierozzi has
no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The full text of the Company's press release, issued on January 25, 2021,
announcing Ms. Crawford's retirement from, and Ms. Pierozzi's appointment to,
the Board is included as Exhibit 99.1 to this report.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On January 21, 2021, the Board of the Company declared a regular quarterly
dividend of $0.14 per share on the Company's common stock. The dividend is
payable on March 18, 2021, to shareholders of record on February 18, 2021 (with
an ex-dividend date of February 16, 2021). The Company's Board will assess and
approve future dividends quarterly. The full text of the Company's press
release, issued on January 25, 2021, announcing the quarterly dividend payment
is included as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release entitled "Resources Connection, Inc. Announces the
Retirement of Board Member Susan J. Crawford and the Appointment of Lisa
M. Pierozzi to the Board of Directors," issued January 25, 2021.
99.2 Press Release entitled "Resources Global Professionals Announces
Quarterly Dividend Payment Date," issued January 25, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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