Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the
shareholders of PRGX approved all proposals recommended by the Board as described in PRGXs proxy statement dated May 5, 2017.
With respect to Proposal 1 (election of two Class III directors and one Class I director to serve until the annual meeting of shareholders to
be held in 2020 and 2018, respectively, or until their successors are elected and qualified), the nominees were elected by the following votes:
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Director
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Shares For
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Shares Withheld
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Broker Non-Votes
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Kevin S. Costello
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16,869,775
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451,050
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2,707,899
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William F. Kimble
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16,874,275
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446,550
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2,707,899
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Matthew A. Drapkin
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16,874,230
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446,595
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2,707,899
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The Companys other continuing directors, Gregory J. Owens, Joseph E. Whitters, Mylle H. Mangum and
Ronald E. Stewart, did not stand for election at the Annual Meeting. The term of the continuing directors currently serving in Class I, Messrs. Owens and Whitters, will expire at the 2018 annual meeting of shareholders. The term of the directors
currently serving in Class II, Mrs. Mangum and Mr. Stewart, will expire at the 2019 annual meeting of shareholders.
With
respect to Proposal 2 (to ratify BDO USA, LLP as the Companys independent registered public accounting firm for fiscal year 2017), 20,002,173 shares, or 99.88% of the votes cast, voted for the proposal, 23,987 shares voted against the
proposal, and 2,564 shares abstained from voting on the proposal.
With respect to Proposal 3 (a non-binding advisory vote to approve the
Companys executive compensation), 16,530,149 shares, or 99.59% of the votes cast, voted for the proposal, 67,644 shares voted against the proposal, 723,032 shares abstained from voting on the proposal, and there were 2,707,899 broker
non-votes.
With respect to Proposal 4 (a non-binding advisory vote to approve the frequency of the Companys Say-on-Pay Resolution),
(i) 15,447,382 shares, or 89.20% of the votes cast, voted in favor of a Say-on-Pay vote every year; (ii) 412,283 shares, or 2.38% of the votes cast, voted in favor of a Say-on-Pay vote every two years; (iii)1,457,353 shares, or 8.42% of
the votes cast, voted in favor of a Say-on-Pay vote every three years; (iv) 3,807 shares abstained from voting on the proposal; and (v) there were 2,707,899 broker non-votes. Based on these results and other factors considered by the
Board, the Board has determined that the Company will hold annual Say-on-Pay votes until the Board otherwise determines that a different frequency is in the best interests of the Company. The next non-binding advisory vote regarding the frequency of
Say-on-Pay votes is required to be held no later than the Companys 2023 Annual Meeting of Shareholders, although an earlier vote regarding the frequency of Say-on-Pay votes may be held at the discretion of the Board.
With respect to Proposal 5 (to approve the 2017 Equity Incentive Compensation Plan), 15,954,012
shares, or 92.85% of the votes cast, voted for the proposal, 1,228,323 shares voted against the proposal, 138,490 shares abstained from voting on the proposal, and there were 2,707,899 broker non-votes.