What changed in this filing

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Item 9A. Controls and Procedures

2020-07-27 compared with 2019-07-19 · 21 added, 34 removed, 208 unchanged (21% of the section changed)

12 unchanged sentences

Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of May 30, 2020.

The Company’s independent registered public accounting fir m, RSM US LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of May 25, 2019, as stated in their report which is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

The Company’s independent registered public accounting firm, RSM US LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of May 30, 2020, as stated in their report which is included in this Item 9A under the heading “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting

33 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Executive Officers and Director

Our board of directors has adopted a code of business conduct and ethics that applies to our directors and employees, including our chief executive officer, chief financial officer and principal accounting officer and persons performing similar functions, as required by applicable rules of the SEC and N asdaq Stock Market.

The full text of our code of business conduct and ethics can be found on the investor relations page of our website at www.rgp.com .

We intend to disclose any amendment to, or a waiver from, a provision of our code of business conduct and ethics that applies to our directors and executive officers, including our chief executive officer, chief financial officer and principal accounting officer, or persons performing similar functions, by posting such information on the investor relations page of our website at www.rgp.com to the extent required by applicable SEC and N asdaq rules.

Reference is made to the information regarding directors appearing in Section II under the caption “PROPOSAL 1.

1 unchanged sentence

and to the information under the captions “EXECUTIVE OFFICERS,”

“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,”

“BOARD OF DIRECTORS”

3 unchanged sentences

EXECUTIVE COMPENSATION.

The information appearing under the captions “COMPENSATION DISCUSSION AND ANALYSIS,”

The information appearing under the captions “EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS,”

“COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION,”

2 unchanged sentences

“POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL”

and “BOARD OF DIRECTORS —

DIRECTOR COMPENSATION —

FISCAL 2019,”

and “DIRECTOR COMPENSATION,”

in each case, in the Company’s proxy statement related to its 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 30, 2020 , is incorporated herein by reference.

19 unchanged sentences

Equity compensation plans not approved by security holders

(1) This amount includes 6,028,841 shares of our common stock subject to stock options outstanding of 3,706,343 under our 2014 Performance Incentive Plan and 2,322,498 shares of our common stock under our 2004 Performance Incentive Plan but does not include 158,926 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2014 Performance Incentive Plan.

(1) This amount includes 5,755,018 shares of our common stock subject to stock options outstanding of 4,141,887 under our 2014 Performance Incentive Plan and 1,613,131 shares of our common stock under our 2004 Pe rformance Incentive Plan but does not

include 89,907 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2014 Performance Incentive Plan.

(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock awards issued under our 2014 Performance Incentive Plan.

4 unchanged sentences

DIRECTOR INDEPENDENCE”

and “BOARD OF DIRECTORS —

POLICY REGARDING TREATMENT OF RELATED PARTY TRANSACTIONS”

and “POLICY REGARDING TREATMENT OF RELATED PARTY TRANSACTIONS”

in the proxy statement related to the Company’s 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 30, 2020 , is incorporated herein by reference.

3 unchanged sentences

EXHIBITS , FINANCIAL STATEMENT SCHEDULES.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

Financial Statements.

The following consolidated financial statements of the Company and its subsidiaries are included in Item 8 of this report:

The following consolidated financial statements of the Company and its subsidiaries are included in Part II, Item 8 of this Annual R eport on Form 10-K :

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

Financial Statement Schedules.

Schedule II-Valuation and Qualifying Accounts are included in Notes 2 and 7 to the Registrant’s Notes to Consolidated Financial Statements.

Schedule II-Valuation and Qualifying Accounts are included in Notes 2 and 8 to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K .

Schedules I, III, IV and V have been omitted as they are not applicable.

14 unchanged sentences

Resources Connection, Inc.

2004 Performance Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement filed with the SEC pursuant to Section 14(a) of the Exchange Act on September 11, 2008).

Resources Connection, Inc.

2004 Performance Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.22 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2005).

Resources Connection, Inc.

2004 Performance Incentive Plan Nonqualified Stock Option Agreement (Netherlands) (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2005).

Resources Connection, Inc.

2014 Performance Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 8-K filing of October 28, 2014).

8 unchanged sentences

Resources Connection, Inc.

Employee Stock Purchase Plan (incorporated by reference to Annex B to the Company’s Proxy Statement filed with the SEC pursuant to Section 14(a) of the Exchange Act on September 15, 2014).

2019 Employee Stock Purchase Plan (incorporated by reference to Annex A to the Company’s Proxy Statement filed with the SEC pursuant to Section 14(a) of the Exchange Act on September 18, 2019) .

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K for the year ended May 31, 2008).

Employment Agreement, effective August 29, 2016, between Herb Mueller and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the SEC on August 17, 2016).

Employment Letter, effective August 29, 2016, between John Bower and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed with the SEC on August 17, 2016).

Description of Document

Amended letter agreement entered into as of February 14, 2018 between John Bower and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2018).

Employment Agreement, effective December 19, 2016, between Kate W.

Duchene and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on December 21, 2016).

Credit Agreement, dated as of October 17, 2016, by and among, Resources Connection, Inc., Resources Connection LLC, as borrowers, Resources Healthcare Solutions LLC, RGP Property LLC, and Sitrick Brincko Group LLC, as guarantors, and Bank of America, N.A., as lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on October 17, 2016).

17 unchanged sentences

Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2017).

Employment Agreement, effective April 3, 2019, between Tim Brackney and Resources Connection, Inc.

Employment Agreement dated February 3, 2020 between Jennifer Ryu and the Company (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Resources Connection, Inc.

on February 4, 2020).

Employment Agreement dated February 3, 2020 between Kate W.

Duchene and the Company (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Resources Connection, Inc.

on February 4, 2020).

Employment Agreement dated February 21, 2020 between Tim Brackney and the Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 22, 2020).

Retention Bonus Recovery Agreement dated February 21, 2020 between Tim Brackney and the Company (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 22, 2020).

List of Subsidiaries.

20 unchanged sentences

R ESOURCES C ONNECTION , I NC .

/ S / H ERBERT M .

/ S / JENNIFER RYU

Chief Financial Officer

5 unchanged sentences

(Principal Executive Officer)

/ S / HERBERT M.

/ S / JENNIFER RYU

Chief Financial Officer and Executive Vice President

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures