RESOURCES CONNECTION, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES.  Evaluation of Disclosure Controls and Procedures  As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of May 30, 2020. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of May 30, 2020.  Management’s Report on Internal Control Over Financial Reporting  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). We maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included an assessment of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. 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 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  There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended May 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Resources Connection, Inc. Opinion on the Internal Control Over Financial Reporting  We have audited Resources Connection, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of May 30, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 30, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 30, 2020 and May 25, 2019, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended May 30, 2020, and our report dated July 27, 2020, expressed an unqualified opinion. Basis for Opinion  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.  Definition and Limitations of Internal Control Over Financial Reporting  A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   /s/ RSM US LLP Irvine, California July 27, 2020 63 Table of Contents ITEM 9B. OTHER INFORMATION.  None. PART III  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  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 Nasdaq 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 Nasdaq rules.  Reference is made to the information regarding directors appearing in Section II under the caption “PROPOSAL 1. ELECTION OF DIRECTORS,” and to the information under the captions “EXECUTIVE OFFICERS,” “BOARD OF DIRECTORS” and “BOARD OF DIRECTORS — AUDIT COMMITTEE,” 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 , which information is incorporated herein by reference.  ITEM 11. EXECUTIVE COMPENSATION.  The information appearing under the captions “EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “EXECUTIVE COMPENSATION TABLES FOR FISCAL 2020,” “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL” 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.  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  The information appearing under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” 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.  There are no arrangements, known to the Company, which might at a subsequent date result in a change in control of the Company.  The following table sets forth, for the Company’s compensation plans under which equity securities of the Company are authorized for issuance, the number of shares of the Company’s common stock subject to outstanding options, warrants, and rights, the weighted-average exercise price of outstanding options, warrants, and rights, and the number of shares remaining available for future award grants as of May 30, 2020 :    Number of Securities  Remaining Available  Number of Securities Weighted Average for Future Issuance  to Be Issued Upon Exercise Price of Under Equity  Exercise of Outstanding Compensation Plans  Outstanding Options, Options, (Excluding Securities  Warrants and Rights Warrants and Rights Reflected in Column (a))  (a) (b) (c) Equity compensation plans approved by security holders 5,755,018 (1) $ 16.07 (2) 3,093,776 (3) Equity compensation plans not approved by security holders - - - Total 5,755,018 $ 16.07 3,093,776  (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 64 Table of Contents 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.  (3) Consists of 1,640,778 shares available for issuance under the Company’s ESPP and 1, 452,998 shares available for issuance under the Company’s 2014 Performance Incentive Plan. Shares available under the 2014 Performance Incentive Plan generally may be used for any type of award authorized under that plan including stock options, restricted stock, stock bonuses, performance stock, stock units, phantom stock and other forms of awards granted or denominated in the Company’s common stock.  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.  The information appearing under the captions “BOARD OF DIRECTORS — DIRECTOR INDEPENDENCE” 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.  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.  The information appearing under the caption “PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021” 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. 65 Table of Contents   PART IV  ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.  (a) 1. Financial Statements.  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  Consolidated Balance Sheets as of May 30, 2020 and May 25, 2019  Consolidated Statements of Operations for each of the three years in the period ended May 30, 2020  Consolidated Statements of Comprehensive Income for each of the three years in the period ended May 30, 2020  Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended May 30, 2020  Consolidated Statements of Cash Flows for each of the three years in the period ended May 30, 2020  Notes to Consolidated Financial Statements  2. Financial Statement Schedules.  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.  3. Exhibits. 66 Table of Contents EXHIBIT INDEX  EXHIBITS TO FORM 10-K   Exhibit Number Description of Document 3.1 Amended and Restated Certificate of Incorporation of Resources Connection, Inc. (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004). 3.2 Third Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filing of August 31, 2015). 4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 filed on December 12, 2000 (File No. 333-45000)). 4.2 * Description of Resources Connection, Inc.’s Capital Stock 10.1+ Resources Connection, Inc. Directors’ Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10.2 Sublease Agreement, dated January 21, 2010, between O’Melveny & Myers LLP and Resources Connection Inc. DBA Resources Global Professionals (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended May 29, 2010). 10. 3 + 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). 10. 4 + Resources Connection, Inc. 2014 Performance Incentive Plan Terms and Conditions of Nonqualified Stock Option (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10. 5 Resources Connection, Inc. 2014 Performance Incentive Plan Restricted Stock Award Terms and Conditions (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10. 6 + Resources Connection, Inc. 2014 Performance Incentive Plan - Canada Terms and Conditions of Nonqualified Stock Option (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10. 7 + Resources Connection, Inc. 2014 Performance Incentive Plan Terms and Conditions of Nonqualified Stock Option (Netherlands) (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10. 8 + Resources Connection, Inc. 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) . 10. 9 + 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).   67 Table of Contents   Exhibit Number Description of Document 10.1 0 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). 10.1 1 Security and Pledge 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 10.2 to the Registrant’s Form 8-K filed with the SEC on October 17, 2016). 10.1 2 Amendment No. 1 to Credit Agreement, dated November 27, 2016, between Bank of America N.A. and Resources Connection, Inc. and Resources Connection LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 26, 2016). 10. 13 Amendment No. 2 to Credit Agreement, dated February 21, 2017, between Bank of America N.A. and Resources Connection, Inc. and Resources Connection LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 25, 2017). 10. 14 Amendment No. 3 to Credit Agreement, dated August 25, 2017, between Bank of America N.A. and Resources Connection, Inc. and Resources Connection LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 26, 2017). 10. 15 Amendment No. 4 to Credit Agreement, dated May 28, 2018, between Bank of America N.A. and Resources Connection, Inc. and Resources Connection LLC (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 26, 2018). 10. 16 + 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). 10.17+ 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). 10.18+ 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). 10. 19 + 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). 10. 20 + 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). 21.1* List of Subsidiaries. 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Rule 1350 Certification of Chief Executive Officer. 32.2** Rule 1350 Certification of Chief Financial Officer. 101.INS* XBRL Instance. 101.SCH* XBRL Taxonomy Extension Schema. 101.CAL* XBRL Taxonomy Extension Calculation. 101.DEF* XBRL Taxonomy Extension Definition. 101.LAB* XBRL Taxonomy Extension Labels. 101.PRE* XBRL Taxonomy Extension Presentation.  ______________   * Filed herewith. ** Furnished herewith. + Indicates a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY.  Not applicable . 68 Table of Contents  SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.    R ESOURCES C ONNECTION , I NC .   By: / S / JENNIFER RYU  Jennifer Ryu  Chief Financial Officer  Date: July 27, 2020  Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.    Signature Title Date  / S / KATE W. DUCHENE President, Chief Executive Officer and Director July 27, 2020 Kate W. Duchene (Principal Executive Officer)  / S / JENNIFER RYU Chief Financial Officer and Executive Vice President July 27, 2020 Jennifer Ryu (Principal Financial Officer and Principal Accounting Officer)  / S / ANTHONY CHERBAK Director July 27, 2020 Anthony Cherbak  / S / SUSAN J. CRAWFORD Director July 27, 2020 Susan J. Crawford  / S / NEIL DIMICK Director July 27, 2020 Neil Dimick  / S / ROBERT KISTINGER Director July 27, 2020 Robert Kistinger  / S / DONALD B. MURRAY Executive Chairman and Director July 27, 2020 Donald B. Murray  / S / A. ROBERT PISANO Director July 27, 2020 A. Robert Pisano  / S / ANNE SHIH Director July 27, 2020 Anne Shih  / S / JOLENE SYKES SARKIS Director July 27, 2020 Jolene Sykes Sarkis  / S / MARCO VON MALTZAN Director July 27, 2020 Marco von Maltzan  / S / MICHAEL H. WARGOTZ Director July 27, 2020 Michael H. Wargotz   69