Form 8-K

8-K — RESOURCES CONNECTION, INC.

Accession: 0001084765-26-000037

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0001084765

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Changes in Control of Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — rgp-20260504.htm (Primary)

EX-99.1 (boardgovernancepressrelease.htm)

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8-K

8-K (Primary)

Filename: rgp-20260504.htm · Sequence: 1

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0001084765FALSE00010847652026-05-042026-05-04

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): May 4, 2026

RESOURCES CONNECTION, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 0-32113 33-0832424

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

15950 North Dallas Parkway, Suite 330, Dallas, Texas 75248

(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

Common Stock, par value $0.01 per share RGP

The Nasdaq Stock Market LLC

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 5, 2026, Resources Connection, Inc. (the “Company”) announced the retirement of A. Robert Pisano and Robert Kistinger from the Company’s Board of Directors (the “Board”) effective immediately prior to the Company’s 2026 Annual Meeting of Stockholders. Both Messrs. Pisano and Kistinger intend to remain on the Board until the Company’s 2026 Annual Meeting, and Mr. Pisano will remain the Chair of the Board through such date. The directors’ decisions were not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

The Board has appointed Roger Carlile, the Company’s Chief Executive Officer, to serve as Chair of the Board upon Mr. Pisano’s retirement from the Board. The Board has also appointed Susan Collyns to serve as the Lead Independent Director of the Board effective at the Company’s 2026 Annual Meeting. Upon Messrs. Pisano’s and Kistinger’s retirement from the Board, the Board’s size will be reduced to six directors.

Item 7.01 Regulation FD Disclosure.

On May 5, 2026, the Company issued a press release regarding the matters described above, which is furnished 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.

Revised Director Compensation Policy

On April 23, 2026, the Board revised its Director Compensation Policy to provide for a reduction in the retainer paid to a non-employee Chair of the Board by 50% from $250,000 per year to $125,000 per year, effective immediately. Mr. Carlile will not be eligible to receive the Chair retainer as he is employed by the Company.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Press Release entitled “Resources Connection, Inc. Announces Planned Board Transition and Governance Updates,” issued May 5, 2026.

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: May 5, 2026 By: /s/ ROGER CARLILE

Roger Carlile

President and Chief Executive Officer

EX-99.1

Filename: boardgovernancepressrelease.htm · Sequence: 2

Document

Resources Connection, Inc. Announces Planned Board Transition and Governance Updates

Dallas, May 5, 2026 — Resources Connection, Inc. (“RGP” or the “Company”) (Nasdaq: RGP), a global professional services firm, today announced planned changes to its Board of Directors and governance structure in connection with its 2026 Annual Meeting of Stockholders.

A. Robert Pisano, Chair of the Board, has informed the Board of his intention to retire and resign from his roles as a director and as Chair, effective as of the Company’s 2026 Annual Meeting of Stockholders, one year prior to the completion of his current three-year term. In addition, Robert Kistinger has notified the Company that he will retire from the Board pursuant to the Board’s mandatory retirement policy and will not stand for reelection at the 2026 Annual Meeting of Stockholders. Mr. Kistinger will continue to serve as a director through the end of his current term.

In connection with these retirements, the Board has approved a reduction in its size from eight members to six members, effective immediately prior to the 2026 Annual Meeting of Stockholders.

The Board appointed current Board member and the Company’s Chief Executive Officer, Roger Carlile, to serve as Chair of the Board effective upon Mr. Pisano’s retirement. Additionally, the Board designated Susan Collyns, a current independent board member, to serve in the role of Lead Independent Director effective at the 2026 Annual Meeting of Stockholders. These appointments are part of the Board’s ongoing commitment to strong Board leadership and will facilitate a seamless leadership transition.

“On behalf of the Board and the Company, we thank Bob Pisano and Bob Kistinger for their leadership, dedicated service and meaningful contributions to RGP,” said Roger Carlile, CEO. “Bob Pisano has provided steady leadership as Chair and helped guide the Company through important periods of evolution, while Bob Kistinger has brought valuable insight, sound judgment and meaningful contributions to the Board’s work. We are deeply appreciative of the time, perspective and stewardship each has devoted to RGP. These planned changes reflect a thoughtful continuation of the Board’s refreshment actions, as well as strong governance, which help position the Company for future success.”

About Resources Connection, Inc.

RGP (Nasdaq: RGP) has been redefining professional services for 30 years by closing the gap between advice and execution. RGP combines the flexibility of on-demand talent, the rigor of consulting, and the accountability of managed services for faster impact, smarter investment, and lower risk. The firm partners with CFOs and other C-suite leaders across finance, digital transformation, data, and cloud — connecting advisory to execution at global scale.

Based in Dallas, Texas, with offices worldwide, RGP annually engages with more than 1,500 clients around the world from 40 physical practice offices and multiple virtual offices. As of January 2026, RGP is proud to have served 90% of the Fortune 100 and has been recognized by U.S. News & World Report (2025-2026 Best Companies to Work for) and Forbes (America’s Best Midsize Employers 2026, America’s Best Management Consulting Firms 2025, World’s Best Management Consulting Firms 2025).

Resources Connection, Inc. (RGP) is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com. (RGP-F)

Investor Contact:

Jennifer Ryu, Chief Financial Officer

(US+) 1-714-430-6500

jennifer.ryu@rgp.com

Media Contact:

Pat Burek, Financial Profiles

(US+) 1-310-622-8244

pburek@finprofiles.com

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