Resources Connection Inc

Proposal 3 asks stockholders to approve a broad amendment and restatement of RGP’s 2020 Performance Incentive Plan. The principal economic request is authorization for 1,000,000 additional common shares, increasing the reserve available for future equity awards. The amendment would also extend the plan’s expiration from August 17, 2030 to September 1, 2036, providing a longer-term incentive framework. It would generally require equity awards granted after September 2, 2026 to vest no earlier than one year, subject to specified exceptions and a 5% share-limit carveout. The proposal would replace the existing non-employee director share-based limit with grant-date fair-value limits of $250,000, or $350,000 for an independent Chair, lead independent director, or newly appointed director. Management argues that equity awards are important for attracting, retaining and motivating personnel and aligning participants with stockholders, particularly during the Company’s operating-model transformation and management transition. RGP notes that lower stock prices have required more shares to deliver competitive grant-date values, and that historical annual grants averaged 4.3% of weighted-average shares over the prior three fiscal years. The Company characterizes the requested share increase as deliberately limited and expects existing plus requested shares to support grants only through approximately fiscal 2027 to fiscal 2028, subject to business and market variables. The Board unanimously recommends a FOR vote because it believes the amended plan will promote stockholder interests and provide sufficient authority and flexibility for future incentives.

Proposal 4 asks stockholders to approve an amendment and restatement of RGP’s 2019 Employee Stock Purchase Plan. The amendment would authorize 1,500,000 additional shares, increasing total plan authorization from 3,325,000 to 4,825,000 shares. At the record-date disclosure point, only 80,516 shares remained available after 3,244,484 shares had been purchased, making the requested increase material to the plan’s continuation. The amendment would also extend the date after which no new offering periods may commence from July 16, 2029 to September 1, 2036. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and generally permits eligible employees to buy shares at 85% of the lower fair market value on the first or last day of a six-month offering period. Payroll deductions are generally capped at 15% of compensation, and participants are subject to statutory and plan-specific purchase limits. Participation is broad-based among U.S. employees and employees of designated subsidiaries in several non-U.S. jurisdictions, with approximately 1,481 employees eligible and approximately 239 participating as of August 24, 2026. Management contends that the plan supports retention, motivation and employee-stockholder alignment, while acknowledging that the share increase creates potential dilution and that future purchases depend on employee elections and stock prices. The Board recommends FOR approval, and if stockholders reject the amendment, the existing ESPP would continue unchanged with its current share limit and expiration provisions.

Proposal 5 is the annual advisory say-on-pay vote on compensation paid to RGP’s named executive officers. The resolution covers the Compensation Discussion and Analysis, compensation tables and accompanying narrative disclosures in the proxy statement. The vote is non-binding and cannot overrule Board or Compensation Committee decisions, but the Committee states that it will consider the outcome in future compensation decisions. Management emphasizes a pay-for-performance philosophy in which approximately 66% of the CEO’s target total direct compensation and an average of 64% of other current NEOs’ target total direct compensation was at risk. Compensation opportunities are tied to company or regional revenue, Adjusted EBITDA Margin or Direct Contribution Margin, qualitative performance, and stock-price-linked equity awards. Fiscal 2026 results were weak relative to the EIP targets, including $452 million of revenue versus a $553 million target and a 1.1% Adjusted EBITDA Margin versus a 5.0% target. Consistent with those results, the CEO received no EIP payout, although the CFO received $100,000 for individual contributions, and other executives received amounts under the EIPP or a guaranteed bonus arrangement. The Company also used time-based RSUs for fiscal 2026 amid significant management changes and its operating-model transformation, while maintaining stock ownership guidelines and a no-repricing policy. Management cites approximately 93.2% stockholder support for the prior year’s say-on-pay vote and believes current pay is competitive relative to its peer group. The Board unanimously recommends FOR approval because it considers the program’s structures, pay practices and competitive positioning appropriate and aligned with long-term stockholder interests.