Resources Connection Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 16, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (214 ) 777-0600
(Former Name or Former Address, if Changed Since Last Report)
________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
(Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 annual meeting of stockholders of the Company was held on October 16, 2025. Results of the voting at the annual meeting of stockholders are set forth below.
Election of Directors. The stockholders elected the following three directors to hold office for a three-year term expiring at the 2028 annual meeting of stockholders or until their successors are duly elected and qualified. The voting results were as follows:
Director | Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||||
Susan M. Collyns | 18,935,535 | 5,982,595 | 44,859 | 4,146,319 | ||||||||||
| Kate W. Duchene | 23,901,416 | 1,011,949 | 49,624 | 4,146,319 | ||||||||||
Filip J. L. Gydé | 24,604,820 | 304,869 | 53,300 | 4,146,319 | ||||||||||
Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows:
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 28,719,628 | 277,875 | 111,805 | ― | ||||||||
Advisory Vote on Named Executive Officer Compensation. The stockholders voted to approve, on an advisory basis, the named executive officer compensation described in the proxy statement for the annual meeting of stockholders. The voting results were as follows:
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 23,163,194 | 1,702,340 | 97,455 | 4,146,319 | ||||||||
Item 8.01 Other Events.
On October 16, 2025, the Board approved a dividend of $0.07 per share on the Company’s common stock. The dividend is payable December 12, 2025 to stockholders of record at the close of business on November 14, 2025. The Board will assess and approve future dividends quarterly. The full text of the Company’s press release, issued on October 20, 2025, announcing the quarterly dividend payment is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RESOURCES CONNECTION, INC. | ||||||||
| Date: October 20, 2025 | By: | /s/ JENNIFER Y. RYU | ||||||
| Jennifer Y. Ryu | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||