15 unchanged sentences
OTHER INFORMATION.
+Added: Insider Trading Arrangements
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
11 unchanged sentences
There are no arrangements, known to the Company, which might at a subsequent date result in a change in control of the Company.
−Removed: 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 27, 2023:
−Removed: Number of Securities
−Removed: Remaining Available
−Removed: for Future Issuance
+Added: 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
+Added: 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 25, 2024:
Number of Securities
−Removed: Weighted Average
to Be Issued Upon
+Added: Outstanding Options,
+Added: Warrants and Rights Weighted Average
Exercise Price of
+Added: Warrants and Rights Number of Securities
+Added: Remaining Available
+Added: for Future Issuance
Compensation Plans
(Excluding Securities
−Removed: Outstanding Options,
−Removed: Warrants and Rights
−Removed: Warrants and Rights
Equity compensation plans approved by security holders 3,422,166 (1) $ 16.36 (2) 2,518,159 (3)
Equity compensation plans not approved by security holders - - -
−Removed: (1) This amount consists of (i) 1,065,633 shares of our common stock subject to unvested restricted stock units and performance stock units granted under our 2020 Performance Incentive Plan (with performance stock units included assuming that 69% and 123% of the “target” level of performance was attained for the fiscal 2023 and 2022 grants, respectively, which was the level achieved as of May 27, 2023), (ii) 2,356,706 shares subject to stock options granted under our 2014 Performance Incentive Plan, and (iii) 291,242 shares subject to stock options granted under our 2004 Performance Incentive Plan.
−Removed: This amount does not include 5,562 shares and 295,300 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2014 Performance Incentive Plan and our 2020 Performance Incentive Plan, respectively, and it does not include 167,050 shares of cash-settled Stock Units issued and outstanding under our Directors Deferred Compensation Plan.
+Added: Total 3,422,166 $ 16.36 2,518,159
+Added: ____________________________________________________________________________________
+Added: (1) This amount consists of (i) 1,236,723 shares of our common stock subject to unvested restricted stock units and performance stock units granted under our 2020 Performance Incentive Plan (with performance stock units included assuming that zero, zero and 99% of the “target” level of performance was attained for the fiscal 2024, 2023 and 2022 grants, respectively, which was the level achieved as of May 25, 2024), (ii) 1,923,901 shares subject to stock options granted under our 2014 Performance Incentive Plan, and (iii) 261,542 shares subject to stock options granted under our 2004 Performance Incentive Plan.
+Added: This amount does not include 408,401 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2020 Performance Incentive Plan and it does not include 150,680 shares of cash-settled Stock Units issued and outstanding under our Directors Deferred Compensation Plan.
(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock awards, restricted stock units and performance stock unit awards issued under our 2014 Performance Incentive Plan and our 2020 Performance Incentive Plan and the cash-settled Stock Units issued under our Directors Deferred Compensation Plan.
22 unchanged sentences
EXHIBITS TO FORM 10-K
−Removed: Exhibit Number
−Removed: Description of Document
+Added: Exhibit Number Description of Document
3.1 Amended and Restated Certificate of Incorporation of Resources Connection, Inc.
21 unchanged sentences
(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 22, 2020).
+Added: 10.11+ Employment Agreement dated April 3, 2024 between Bhadreskumar Patel, Resources Connection, Inc.
+Added: and Resources Connection LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024).
10.12+ Resources Connection, Inc.
3 unchanged sentences
10.14+ 2020 Form of Notice of Grant and Terms and Conditions of Restricted Stock Unit Award under the Resources Connection, Inc.
−Removed: 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 28, 2020).
+Added: 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 28, 2020).
10.15+ 2021 Form of Notice of Grant and Terms and Conditions of Restricted Stock Unit Award under the Resources Connection, Inc.
3 unchanged sentences
Non-Employee Director Restricted Stock Award Program and Notice of Grant and Terms and Conditions of Non- Employee Director Restricted Stock Award under the Resources Connection, Inc.
−Removed: 2020 Performance Incentive Plan.
+Added: 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended May 27, 2023).
10.18+ 2020 Form of Restricted Stock Award Terms and Conditions under the Resources Connection, Inc.
12 unchanged sentences
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 year ended May 26, 2018).
+Added: 10.25+ Form of Notice of Grant and Terms and Conditions of Performance Stock Unit Award under the Resources Connection, Inc.
+Added: 2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2023).
+Added: 10.26* Purchase and Sale Agreement by and between RGP Property LLC and City of Irvine dated as of May 15, 2024.
+Added: 10.27* First Amendment to Purchase and Sale Agreement by and between RGP Property LLC and City of Irvine dated as of May 20, 2024.
+Added: 19.1* Insider Trading Policy.
21.1* List of Subsidiaries.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: XBRL Taxonomy Extension Schema.
−Removed: XBRL Taxonomy Extension Calculation.
−Removed: XBRL Taxonomy Extension Definition.
−Removed: XBRL Taxonomy Extension Labels.
−Removed: XBRL Taxonomy Extension Presentation.
+Added: 97.1* Policy Regarding the Recoupment of Certain Compensation Payments
+Added: 101.INS* XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH* XBRL Taxonomy Extension Schema.
+Added: 101.CAL* XBRL Taxonomy Extension Calculation.
+Added: 101.DEF* XBRL Taxonomy Extension Definition.
+Added: 101.LAB* XBRL Taxonomy Extension Labels.
+Added: 101.PRE* XBRL Taxonomy Extension Presentation.
104* Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
10 unchanged sentences
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.
+Added: Signature Title Date
/ S / KATE W.
−Removed: President, Chief Executive Officer and Director
−Removed: July 25, 2023
−Removed: (Principal Executive Officer)
+Added: President, Chief Executive Officer and Director July 22, 2024
+Added: Duchene (Principal Executive Officer)
/ S / JENNIFER RYU
−Removed: Chief Financial Officer and Executive Vice President
−Removed: July 25, 2023
−Removed: (Principal Financial Officer and Principal Accounting Officer)
+Added: Chief Financial Officer and Executive Vice President July 22, 2024
+Added: Jennifer Ryu (Principal Financial Officer and Principal Accounting Officer)
+Added: / S / ROGER CARLILE
+Added: Director July 22, 2024
+Added: Roger Carlile
/ S / ANTHONY CHERBAK
−Removed: July 25, 2023
+Added: Director July 22, 2024
Anthony Cherbak
+Added: / S / SUSAN M.
+Added: Director July 22, 2024
/ S / NEIL DIMICK
−Removed: July 25, 2023
+Added: Director July 22, 2024
/ S / ROBERT KISTINGER
−Removed: July 25, 2023
+Added: Director July 22, 2024
Robert Kistinger
/ S / DONALD B.
−Removed: Chairman of the Board
−Removed: July 25, 2023
+Added: Chairman of the Board July 22, 2024
/ S / LISA PIEROZZI
−Removed: July 25, 2023
+Added: Director July 22, 2024
Lisa Pierozzi
ROBERT PISANO
−Removed: July 25, 2023
+Added: Director July 22, 2024
Robert Pisano
−Removed: / S / JOLENE SYKES SARKIS
−Removed: July 25, 2023
−Removed: Jolene Sykes Sarkis
/ S / MARCO VON MALTZAN
−Removed: July 25, 2023
+Added: Director July 22, 2024
Marco von Maltzan
/ S / DAVID P.
−Removed: July 25, 2023
+Added: Director July 22, 2024
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.