What changed in this filing

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Item 1. Business

2023-07-25 compared with 2022-07-28 · 110 added, 91 removed, 203 unchanged (50% of the section changed)

Resources Global Professionals is a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent.

Resources Global Professionals (“RGP”) is a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent.

As a next-generation human capital partner for our clients, we specialize in co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change.

Our engagements are designed to leverage human connection and collaboration to deliver practical solutions and more impactful results that power our clients’, consultants’ and partners’ success.

A disruptor within the professional services industry since its founding in 1996, today the Company finds itself enjoying a highly favorable macro environment that embraces its differentiated agile delivery model.

The trends in today’s marketplace favor the flexibility and agility that Resources Global Professionals (“RGP”) provides as businesses confront transformation pressures and speed-to-market challenges.

While these forces were already well underway in 2019, the COVID-19 pandemic (the “Pandemic”) has served to significantly transform the modern workplace in ways that offer us a clear competitive advantage.

As talent preferences have shifted dramatically in the direction of flexibility, choice and control, employers struggling to compete in today’s environment must rethink the way work gets done and consider implementing new, more agile workforce strategies.

Based in Irvine, California, with offices worldwide, RGP’s agile human capital delivery model attracts top-caliber professionals with in-demand skillsets who seek a workplace environment that embraces flexibility, collaboration and human connection.

Our engagements are designed to leverage human connection, expertise and collaboration to deliver practical solutions and more impactful results that power our clients’, consultants’ and partners’ success.

A disruptor within the professional services industry since our founding in 1996, today we embrace our differentiated agile delivery model.

The trends in today’s marketplace favor the flexibility and agility that RGP provides as businesses confront transformation pressures and speed-to-market challenges.

As talent preferences continue to shift in the direction of flexibility, choice and control, employers struggling to compete in today’s business environment must rethink the way work gets done and consider implementing new, more agile workforce strategies.

We have evolved our client engagement and talent delivery model to take advantage of these dramatic and important shifts in the direction of flexibility, control and choice.

Our unique approach to workforce strategy strongly positions us to help our clients transform their businesses and workplaces, especially in a time where high-quality talent is increasingly scarce and leaders are increasingly adopting more flexible workforce models to execute transformational projects.

We believe that we are continuing to lay a solid foundation for the future.

Based in Irvine, California, with a worldwide presence, our agile human capital model attracts top-caliber professionals with in-demand skillsets who seek a workplace environment that embraces flexibility, collaboration and human connection.

Our agile professional services model allows us to quickly align the right resources for the work at hand with speed and efficiency in ways that bring value to both our clients and talent.

Our unique approach to workforce strategy strongly positions us to help our clients transform their businesses and workplaces, especially in a time where high-quality talent is increasingly scarce and the usage of a flexible workforce to execute transformational projects has become the dominant operating model.

Our approximately 4,100 professionals collectively engaged with over 2,000 clients around the world in fiscal 2023, including over 87% of the Fortune 100 as of May 2023.

Business Segments

In fiscal 2022, we operated in three business segments, consisting of:

 RGP – a global business consulting firm focused on project execution services that power clients’ operational and change initiatives with experienced and diverse talent;

 taskforce – a German professional services firm that operates under the taskforce brand.

It utilizes a distinct independent contractor/partner business model and infrastructure and focuses on providing senior interim management and project management services to middle-market clients in the German market;

Effective May 31, 2022, the Company’s operating segments consist of the following:

 RGP – a global business consulting firm focused on project execution services that power clients’ operational needs and change initiatives with experienced and diverse talent;

 Sitrick – a crisis communications and public relations firm which operates under the Sitrick brand, providing corporate, financial, transactional and crisis communication and management services.

Each of these three segments reports through a separate management team to our Chief Executive Officer, who is the Chief Operating Decision Maker for segment reporting purposes.

RGP is our only reportable segment.

taskforce and Sitrick do not individually meet the quantitative thresholds to qualify as reportable segments.

Therefore, they are combined and disclosed as Other Segments.

Each of these segments reports through a separate management team to our Chief Executive Officer, who is the Chief Operating Decision Maker for segment reporting purposes.

RGP is the Company’s only reportable segment that meets the quantitative threshold of a reportable segment .

Sitrick does not individually meet the quantitative threshold to qualify as a reportable segment.

Therefore, Sitrick is disclosed in Other Segments.

RGP accounts for more than 90% of our consolidated revenue and segment total Adjusted EBITDA and, therefore, represents our dominant segment.

The discussions in this section apply to both our entire business and RGP.

We regularly evaluate all parts of our business to ensure that we align our time, resources and efforts to market opportunities that will enable us to maximize profitability and shareholder value.

On May 31, 2022, we completed the sale of taskforce to the original founder and a member of the senior leadership team of taskforce .

We believe the interim management business that primarily serves the middle-market client base in the German market no longer aligns with our strategy in the European region, which highly focuses on providing project consulting and execution services to large global clients.

Beginning in fiscal 2023, we will operate in the remaining two operating segments, RGP and Sitrick.

See discussion in Note 2 – Summary of Significant Accounting Policies and Note 20 – Subsequent Events in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K .

Prior to May 31, 2022, the Company’s Other Segments included taskforce, along with its parent company, Resources Global Professionals GmbH, an affiliate of the Company.

taskforce was divested on May 31, 2022;

refer to Note 2 – Summary of Significant Accounting Policies and Note 3 – Dispositions in the Notes to Consolidated Financial Statements for further information.

Prior-period comparative segment information was not restated as a result of the divestiture of taskforce as we did not have a change in internal organization or the financial information our Chief Operating Decision Maker uses to assess performance and allocate resources.

Industry Background and Trends

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namely, organizations are increasingly choosing to address their workforce needs in more flexible ways.

We believe this growing shift in workforce strategy towards a project-based orientation was greatly accelerated by the Pandemic, which placed an enhanced emphasis on business agility, and continues to be

hastened by the competition for talent.

We believe this growing shift in workforce strategy towards a project-based orientation was greatly accelerated by the COVID-19 pandemic (the “Pandemic”), which placed an enhanced emphasis on business agility, and continues to be hastened by the competition for talent.

Permanent professional personnel positions are being reduced as organizations engage agile talent for project initiatives and transformation work.

Organizations use a mix of alternative resources to execute on projects.

Organizations use a mix of alternative resources to execute projects.

Some companies rely solely on their own employees who may lack the requisite time, experience or skills for specific projects.

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As a more cost-efficient alternative, companies sometimes use temporary employees from traditional and internet-based staffing firms, although these employees may be less experienced or less qualified than employees from professional services firms.

Finally, companies can supplement their internal resources with employees from agile consulting or other traditional professional services firms, like Resources Global Professionals.

Finally, companies can supplement their internal resources with employees from agile consulting or other traditional professional services firms, like RGP.

The use of project consultants as a viable alternative to traditional accounting, consulting, and law firms allows companies to:

 Strategically access specialized skills and expertise for projects of set durations;

 Engage the very best talent across regions and geographies;

 Engage the very best expert talent across regions and geographies;

 Be nimble and mobilize quickly;

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 More flexible hours and work arrangements, including working-from-home options, coupled with an evolving professional culture that offers competitive wages and benefits;

 The ability to learn and contribute in different environments and collaborate with diverse team members;

 The ability to learn and contribute to different environments and collaborate with diverse team members;

 Challenging engagements that advance their careers, develop their skills and add to their portfolio of experience;

 A work environment that provides a diversity of, and more control over, client engagements;

 Alternate employment opportunities throughout the world.

The employment alternatives available to professionals may fulfill some, but not all, of an individual’s career objectives.

 Alternative employment opportunities throughout the world.

The traditional employment options available to professionals may fulfill some, but not all, of an individual’s career objectives.

A professional working for a Big Four firm or a consulting firm may receive challenging assignments and training;

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On the other hand, a professional who works as an independent contractor assumes the ongoing burden of sourcing assignments and significant administrative obligations, including potential tax and legal issues.

Resources Global Professionals’ Solution

We believe Resources Global Professionals is ideally positioned to capitalize on the confluence of the industry shifts described above.

We believe, based on discussions with our clients, that Resources Global Professionals provides the agility companies desire in today’s highly competitive and quickly evolving business environment.

RGP’s Solution

We believe RGP is ideally positioned to capitalize on the confluence of the industry shifts described above.

We believe, based on discussions with our clients, that RGP provides the agility companies desire in today’s highly competitive and quickly evolving business environment.

Our solution offers the following elements:

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 Significant client control of their projects with effective knowledge transfer and change management.

Resources Global Professionals’ Strategic Priorities

RGP’s Strategic Priorities

Our Business Strategy

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 Data design and analytics

Our objective is to build and maintain Resources Global Professionals’ reputation as the premier provider of project execution services for companies facing transformation, change and compliance challenges.

Our objective is to build and maintain RGP’s reputation as the premier provider of project execution services for companies facing transformation, change and compliance challenges.

We have developed the following business strategies to achieve our objectives:

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 Build the RGP brand.

We want to maintain a leadership position in today’s world of work, providing the best talent to execute on client projects in an increasingly fluid gig-oriented environment.

We want to maintain a leadership position in today’s world of work, providing the best talent to execute client projects in an increasingly fluid gig-oriented environment.

We have historically built our brand through the consistent and reliable delivery of high-quality, value-added services to our clients as well as a significant referral network of 3,145 consultants and 917 management and administrative employees as of May 27, 2023.

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In fiscal 2022, we introduced our new tagline ― Dare to Work Differently ― to clarify our brand.

We are now in the process of further clarifying our brand and will be activating our new brand positioning early next fiscal year.

We made progress on clarifying our brand and activated our new brand positioning during fiscal 2023.

We rely on trademark registrations and common law trademark rights to protect the distinctiveness of our brand.

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Based on discussions with our clients, we believe that the amount of revenue that we currently generate from many of our clients represents a relatively small percentage of the total amount that they spend on professional services.

Consistent with current industry trends, we believe our clients may also continue to increase that spend as the global economy recovers and as businesses adopt a more agile workforce strategy.

Consistent with current industry trends, we believe our clients may also continue to increase that spend as businesses adopt a more agile workforce strategy.

We believe that by continuing to deliver high-quality services and by furthering our relationships with our clients, we can capture a significantly larger share of our clients’ professional services budgets.

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We have and will continue to expand the Strategic Client Account program by adding clients and taking a more client-centric and borderless approach to serving these clients.

In addition to serving our largest clients with a differentiated focus, we also segment our clients by industry verticals.

We believe this focus enhances our opportunities to develop in-depth knowledge of these clients’ needs and the ability to increase the scope and size of projects with those clients.

The Strategic Client Account program has been one of our key drivers for revenue and business growth.

The Strategic Client Account and Industry Vertical programs have been key drivers for our revenue and business growth.

 Grow our client base.

We continue to focus on attracting new clients.

We strive to develop new client relationships primarily by leveraging the significant contact networks of our management and consultants and through referrals from existing clients.

We strive to develop new client relationships primarily by leveraging the significant contact networks of our management and consultants, through referrals from existing clients and through a dedicated business development team targeting specific clients.

We believe we can continue to attract new clients by building our brand identity and reputation, supplemented by our global, regional and local marketing efforts.

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When evaluating new or existing solution offerings to invest in, we consider (among other things) profitability, cross-marketing opportunities, competition, growth potential and cultural fit.

With the addition of Veracity Consulting Group, LLC (“Veracity”), a digital consulting firm that we acquired in July 2019, we added significant digital consulting capabilities, particularly as related to experience and automation.

Our subsidiary Veracity Consulting Group, LLC (“Veracity”) offers valuable digital consulting services, particularly related to experience and automation.

Customer experience and employee and workspace experience continue to be growing themes in the marketplace and within our client portfolio.

The need for automation and self-service has been an increasing trend, especially in light of the Pandemic.

The need for automation and self-service has also been an increasing trend.

We will continue to focus on expanding our digital consulting capabilities and their geographic reach to drive growth in the business by capturing the market demand and opportunities.

 Expand sales channel through our digital engagement platform (HUGO).

 Expand sales channel through our digital engagement platform (HUGO by RGP®).

Consumer buying habits continue to dictate a more self-serve frictionless experience.

We believe the use of technology platforms to match clients and talent is the future of professional staffing.

HUGO, our digital engagement platform, allows such an experience for clients and talent in the professional staffing space to connect, engage and even transact directly.

We piloted the platform in limited markets in October 2021 and continued to enhance its functionality with further artificial intelligence and machine learning.

We also have been developing sales and marketing strategies to increase client and talent adoption of the platform.

We plan to expand the geographic reach to other key markets within the United States (“U.S.”) such as California and Texas in fiscal 2023 .

Additionally, we will direct clients that typically use RGP more episodically and almost exclusively for interim staffing to the HUGO platform, allowing a broader array of clients to be reached and lowering the overall cost to serve in that client segment.

Over time, we expect to be able to drive volume through the HUGO platform by attracting more small- and medium-sized businesses looking for interim support and by serving a large percentage of our current interim business, which in turn will not only drive top-line growth but also enhance profitability.

HUGO by RGP® (“HUGO”), our digital engagement platform, allows such an experience for clients and talent in the professional staffing space to connect, engage and even transact directly.

We piloted the platform in three primary markets – New York/New Jersey, Southern California and Texas, and have continued to expand its functionality with further artificial intelligence and machine learning.

We have also been developing sales and marketing strategies to increase client and talent adoption of the platform.

We plan to expand the geographic reach to other key markets within the United States (“U.S.”) in fiscal 2024 .

Over time, we expect to be able to drive volume through the HUGO platform by attracting more small- and medium-sized businesses looking for interim support and by serving a larger percentage of our current professional staffing business, which we believe will not only drive top-line growth but also enhance profitability .

 Engage in strategic acquisitions .

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We will continue to seek acquisition opportunities to augment and expand the breadth and depth of our digital and other core capabilities.

Our Service Offerings

 Project Consulting .

We partner with our people and clients to deliver value and impact, bringing our depth of experience and “sleeves up” approach to project execution.

While many companies find their internal employees lack the time, experience, or skills for project execution, we seek out talent who can bring fresh ideas to drive any project to a successful conclusion.

 On-demand Talent .

Tapping into our agile talent pool, we mobilize the right resources to support an organization in today’s rapidly changing business environment.

Our workforce strategy provides flexible, collaborative resources to meet our clients’ needs.

 Other Services .

From digital workflows to back-office functions, we support vital business processes, freeing our clients to focus on transformation.

In addition, our award-winning recruiters quickly find and assess top talent for business-critical positions for a wide range of clients.

Human Capital Management

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As a human-first company, we recognize diversity as a strength that is cultivated through our culture, our people, our business, and our clients.

We are proud to be a Paradigm for Parity Coalition member, which is a coalition of companies committed to addressing the corporate leadership gender and diversity gaps, and are proud that 100% of our C-suite members (i.e., our “Chief” level positions) are women or minorities.

Additionally, 36% of our directors identify as women or minorities.

Our gender and racial diversity representation in the C-suite positions, board of directors and U.S.-based workforce is presented in the following table:

* -- Data for our C-suite and board of directors is as of May 28, 2022 and our total U.S.-based employees is as of November 2021.

In fiscal 2022, we continued our Diversity Council and Diversity, Equity and Inclusion Ambassador programs, consisting of employees representing a cross-section of functions and levels across the globe.

The Diversity Council serves an important role in working closely with senior leaders to facilitate alignment between our DE&I efforts and overall business strategy of promoting human capital practices that support and accelerate our DE&I goals.

Our Diversity Council hosts periodic town hall meetings that are accessible to our global workforce.

In these meetings, our council discusses the current year’s DE&I initiatives and strategy for execution on those initiatives and considers ideas for new DE&I activities raised by the broader employee population.

Our fiscal 2022 DE&I initiatives focused on increasing DE&I awareness, education and involvement among our workforce, increasing diversity in our workforce, and promoting diversity in our Go-to-Market activities.

We are proud to be a Paradigm for Parity Coalition member, which is a coalition of companies committed to addressing the corporate leadership gender and diversity gaps, and are proud that 100% of our Executive Leadership Team are women, racially or ethnically diverse.

Additionally, 40% of our directors identify as women, racially or ethnically diverse.

Our gender, racial and ethnic diversity representation in the Executive Leadership Team, Board of Directors and U.S.-based workforce is presented in the following table:

* -- Diversity representation is as of May 27, 2023.

Our fiscal 2023 DE&I strategic priorities remained focused on increasing DE&I awareness, education and involvement among our workforce, increasing diversity in our workforce, and promoting diversity in our Go-to-Market activities.

To guide our actions, we launched our second global DE&I survey in fiscal 2023 to collect employee feedback on how we can continue to be an inclusive workplace where all feel welcome and have a sense of belonging.

The feedback showed improvements in all categories since the previous survey in fiscal 2021 and provided valuable insights to establish plans to create meaningful change for our global team.

In fiscal 2023, we continued our DE&I Council and DE&I Ambassador programs, which consist of employees representing a cross-section of functions and levels across the globe and support our DE&I priorities by designing and delivering measurable and impactful solutions.

The DE&I Council serves an important role in working closely with senior leaders to facilitate alignment between our DE&I efforts and overall business strategy.

Our DE&I Council hosts periodic town hall meetings that are accessible to our global workforce.

These meetings serve as important learning opportunities and connection points that broaden our perspectives and foster a greater sense of community among colleagues.

During these sessions, we engage external speakers and communicate our current year DE&I strategy and initiatives.

These sessions also serve as important listening forums by which we learn what additional DE&I activities would be most meaningful to our workforce.

We have received strong positive feedback from our workforce around these education and engagement sessions, which has helped us to prioritize DE&I topics for building cultural and inclusive capability across our global team.

The DE&I Ambassador program is comprised of employee volunteers, with a mission to “meet people where they are” in relationship to DE&I and to promote DE&I awareness in existing business forums (i.e., to raise a DE&I topic in existing business meetings or planned social gatherings).

The DE&I Ambassador program has had a positive impact on our culture as it generates meaningful opportunities for people, who work in a hybrid and geographically dispersed way, to come together for connection and community.

The DE&I Ambassador teams operate at a regional level and meet quarterly to share success stories and practices across the regions.

In fiscal 2023, we also continued our Social Justice Charitable Matching Fund, which has allowed us to help raise DE&I awareness internally across our organization by matching employees’ contributions to charitable organizations that promote social justice.

As of May 28, 2022, we achieved our goal of matching $100,000 in contributions during fiscal 2022.

As of May 27, 2023, we achieved our goal of matching $100,000 in contributions during fiscal 2023 and since fiscal 2021, we have supported over 150 unique charitable organizations with over $300,000 in contributions.

We also support and encourage our employees to volunteer their time and donate to local or national charitable causes.

In fiscal 2020, fiscal 2021 and fiscal 2022, we sponsored Brightpath STEAM Academy, which is a robotics summer camp organized by one of our employees for under-privileged and under-represented students in St.

Louis, Missouri.

The Diversity, Equity and Inclusion Ambassador is a voluntary role, and the team is comprised of employees from a variety of functions across the globe.

This group’s mission is to “meet people where they are” in relationship to DE&I and to promote DE&I awareness in existing business forums (i.e., to raise a DE&I topic in existing business meetings or planned social gatherings).

The Ambassador teams operate at a regional level and meet quarterly to share success stories and practices across the regions.

For example, since fiscal 2021, we have sponsored Brightpath STEAM Academy, which seeks to empower and inspire at-risk students in St.

Louis, Missouri to pursue STEAM careers by hosting large scale events such as a robotic summer camp.

Brightpath was founded and is run by an RGP employee who also served a multi-year term on our DE&I Council.

Employee Wellbeing and Resilience

Employee safety and wellbeing is of paramount importance to us in any year and continued to be of particular focus to us in fiscal 2022 in light of the Pandemic.

Employee safety and wellbeing continues to be of paramount importance to us.

Our Global Business Continuity Team continued to improve our disaster preparedness plans and implement strategies to manage the health and security of our employees, business continuity, client confidence, and excellent customer service.

In response to the Pandemic, we introduced a work-from-home policy, critical safety and hygiene protocols and a limited business travel directive.

We continue to monitor changing government rules and regulations in countries where we operate and have reopened offices in accordance with local health department guidelines.

We have also evolved our work-from-home policy to a hybrid work policy, where employees are invited to work collaboratively with colleagues in the office but are also permitted to work from home as desired.

To promote employee wellbeing and collaboration, we evolved our work-from-home policy to a hybrid work policy, where employees are invited to work collaboratively with colleagues in the office but are also permitted to work remotely as desired.

Our goal is to help every human in our workforce maintain a positive, productive and connected work experience.

We provide productivity and collaboration tools and resources for employees working remotely, and during fiscal 2022, we enhanced and promoted programs to support our employees’ physical and mental wellbeing, including the offering of virtual fitness and education classes, and the continuation of the RGP Kids Academy that offers academic and enrichment classes for children and families of our employees.

In addition, we continued to support and prepare our internal leaders to lead through this unprecedented time of change by integrating wellness and leadership development topics into our quarterly senior leadership meetings.

We also conducted intentional leader listening forums to help guide our leaders to establish and manage a return-to-the-office hybrid work approach.

Additionally, we offer all U.S.-based employees participation in our Employee Assistance Program, which provides our employees with mental health support and resources.

We provide productivity and collaboration tools and resources for employees working remotely.

During fiscal 2023, we also enhanced and promoted programs to support our employees’ physical and mental wellbeing, including the offering of regular wellness and self-care sessions, supporting our You Matter recognition program that allows employees to share gratitude and kudos for colleagues, and launching a new Spirit of Volunteerism initiative to share stories, foster community connections and promote organizations and causes that are important to our employees.

We also offer all global employees participation in programs and resources to support personal and family health and wellbeing, including our Employee Assistance Program in the U.S.

Building Strong Leaders and Talent Management

Strong leadership is critical to fostering employee engagement and positioning employees to perform at their best.

For these reasons, we invest in the ongoing professional development of our employees through curated programs designed to acclimate employees to the business and promote personal, functional and leadership growth.

In fiscal 2022, we facilitated small-leader forums to foster peer mentorship opportunities and to support areas where our leaders sought reinforcement in driving alignment and building high-performing teams.

Strong “human leadership” is critical to fostering employee engagement and positioning employees to perform at their best.

In fiscal 2023, we saw a continued and strengthened desire from employees seeking authentic, empathetic and adaptive behaviors from their leaders.

For these reasons, we invest in the ongoing professional development of our employees and leaders.

We designed and delivered curated programs to onboard and acclimate employees to the business and promote personal, professional and leadership growth.

In fiscal 2023, we launched “Leadership U” to foster leadership development, peer mentorship opportunities and to support the building and maintenance of high-performing teams.

Successful talent development starts with hiring the right people.

We seek to recruit and hire candidates that demonstrate skills and competencies that align with our core values and that have an aptitude to further develop those strengths.

After onboarding, we remain dedicated to providing employees with training and development opportunities to allow our employees to progress in their careers.

We seek to recruit and hire candidates that demonstrate skills and competencies that align with our core values and that have an aptitude to further develop and expand those capabilities.

After onboarding, our Life + Learning team remains committed to providing employees with training and development opportunities to allow our employees to progress in their careers.

We offer newly hired employees the opportunity to participate in our “RGP U” program to accelerate and support their integration into our organization.

This program gives our new hires a connected cohort to drive a sense of belonging early in their career at RGP and offers their leaders a more efficient use of individual coaching time with new employees.

In fiscal 2023, we expanded this program to RGP U Consultant to ensure strong connectivity and supported success in a consultant’s first year with RGP.

We also launched a Sales Effectiveness curriculum that focused on deepening sales and client service acumen and effectiveness.

In addition, we continued to invest in the professional development and growth of our employees as we focused on employee experience, effectiveness, upskilling and reskilling in a changing work environment.

This support was focused and delivered to all employees with emphasis in the areas of leadership development, on-boarding, functional/technical learning and digital fluency.

We continued to actively engage with our internal leaders by integrating wellness and leadership development topics into our quarterly senior leadership meetings.

We also conducted intentional leader listening forums and mentorship programs to help guide our leaders during fiscal 2023.

Compensation and Benefits

We provide a competitive compensation and benefits program to attract and reward our employees.

In addition to salaries or hourly rates, our eligible employees, including our consultants, are offered participation in a comprehensive benefits program including:

paid time off and holidays, group medical and dental programs, a basic term life insurance program, health savings accounts, flexible spending accounts, a 401(k) retirement plan with employer matching contributions, a 2019 Employee Stock Purchase Plan (“ESPP”), which enables employees to purchase shares of our stock at a discount, and an employee assistance program.

In addition to salaries or hourly rates, our eligible employees, including our consultants, are offered participation in a comprehensive benefits program (based on location) including:

paid time off and holidays, group medical and dental programs, a basic term life insurance program, health savings accounts, flexible spending accounts, a 401(k) retirement plan with employer matching contributions, a pension plan or contributions to a statutory retirement program, the 2019 Employee Stock Purchase Plan, as amended (“ESPP”), which enables employees to purchase shares of our stock at a discount, and an employee assistance program.

In addition, eligible management and administrative employees may participate in annual cash incentive programs or receive stock-based awards.

We also allow eligible consultants to maintain continuation of benefits for 90 days following the completion of a consulting project.

We also allow eligible consultants in the U.S.

to maintain continuation of benefits for 90 days following the completion of a consulting project.

We utilize a Pay for Success Total Rewards Philosophy that promotes more consistent and transparent practices for rewarding and incentivizing our employees and the alignment of pay practices with the Company’s success.

The Total Rewards Philosophy is comprised of three main components:

base pay, designed to reflect an individual’s value, knowledge and skills that contribute to the organization through an individual’s day-to-day job performance;

short-term incentives, awarded to employees based on results delivered during the applicable fiscal year and determined by quantitative metrics, qualitative contributions, individual goals, and demonstration of company values;

and long-term incentives, granted to reward and retain employees who have strategic impact on the long-term success of the Company.

In fiscal 2022, we conducted a Global Total Rewards Survey to gain input from our employees regarding our existing compensation practices and benefits offerings.

We had strong participation globally and will use this feedback, along with quantitative benchmarking data, to review and enhance our compensation and benefits in a way that is meaningful to our people and that positions us to attract and retain top talent.

(i) base pay, designed to reflect an individual’s value, knowledge and skills that contribute to the organization through an individual’s day-to-day job performance;

(ii) short-term incentives, awarded to employees based on results delivered during the applicable fiscal year and determined by quantitative metrics, qualitative contributions, individual goals, and demonstration of company values;

and (iii) long-term incentives, granted to reward and retain employees who have strategic influence on the long-term success of the Company.

As a listening organization, we continue to communicate with our people to understand what

components of Total Rewards are priority for them and leverage that feedback, along with quantitative benchmarking data and affordability considerations, to continually evolve our Total Rewards offerings in a way that positions us to attract and retain top talent.

During fiscal 2023, we also continued our “You Matter” digital global employee recognition and appreciation program.

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No single client accounted for more than 10% of revenue for the 2023, 2022 or 2021 fiscal years.

In fiscal 2022, our 10 largest clients accounted for approximately 20% of our revenues.

In fiscal 2023, our 10 largest clients accounted for approximately 22% of our revenue.

We generally provide our professional services to clients at a local level, with the oversight of our market or account leaders and consultation with our corporate management team.

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Market or account revenue leadership and their teams identify, develop and close new and existing client opportunities, often working in a coordinated effort with other markets on multi-national/multi-location proposals.

While the majority of our client relationships are driven at a local market level, our Strategic Client Accounts, which comprise approximately 75 accounts, are led by account leaders responsible for relationships across markets and who are specifically tasked with growing our global relationships in these key accounts.

While the majority of our client relationships are driven at a local market level, our Strategic Client Accounts, which comprise 106 accounts, are led by account leaders responsible for relationships across markets and who are specifically tasked with growing our global relationships in these key accounts.

Market or account level leadership works closely with our talent management team, which aligns regionally but is managed largely as three distinct groups within North America, Asia Pacific and Europe.

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Through our Strategic Client Account program, we aim to be the service provider that can partner with our multinational clients on a global basis by organizing the concerted effort and talent team to deliver through one integrated service platform .

Additionally, team members in our Project Consulting Services group (formerly known as our “Advisory and Project Services” group) are individuals with the requisite and deep subject matter expertise in areas of particular client concern and assist with scoping, proposing and delivering complex engagements.

Additionally, team members in our Project Consulting Services group are individuals with deep subject matter expertise in areas of particular client concern who assist with scoping, proposing and delivering complex engagements.

We believe our ability to deliver professional services successfully to clients is dependent on our leaders in the field working together as a collegial and collaborative team.

To build a sense of team spirit and increase camaraderie among our leaders, we have a program for field personnel that awards annual incentives based on specific agreed-upon goals focused on the performance of the individual and performance of the Company.

We also share across the Company and with new revenue team members the best and most effective practices of our highest achieving offices and accounts.

We also share across the Company and with new client development team members the best and most effective practices of our highest achieving offices and accounts.

New leadership also spends time in other markets or otherwise partners with experienced sales and recruiting personnel in those markets to understand how best to serve current clients, expand our presence with prospects and identify and recruit highly qualified consultants, among many other important skills.

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We believe our national marketing efforts have effectively generated incremental revenues from existing clients and developed new client relationships.

Our brand marketing initiatives help bolster Resources Global Professionals’ reputation in the markets we serve.

Our brand marketing initiatives help bolster RGP’s reputation in the markets we serve.

Our brand is reinforced by our professionally designed website, print, and online advertising, direct marketing, seminars, thought leadership whitepapers, initiative-oriented brochures, social media and public relations efforts.

We believe our branding initiatives, coupled with our high-quality client service, help to differentiate us from our competitors and to establish Resources Global Professionals as a credible and reputable global professional services firm.

We believe our branding initiatives, coupled with our high-quality client service, help to differentiate us from our competitors and to establish RGP as a credible and reputable global professional services firm.

We operate in an extremely competitive, highly fragmented market and compete for clients and consultants with a variety of organizations that offer similar services.

19 unchanged sentences

We file our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC electronically.

These reports are maintained on the SEC’s website at http://www.sec.gov.

These reports are maintained on the SEC’s website at https://www .sec.gov.

A copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and amendments to those reports may also be obtained free of charge on the Investor Relations page of our website at https://ir .rgp.com as soon as reasonably practicable after we file such reports with the SEC.

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 1. Business