Current Report Filing (8-k)
July 10 2018 - 9:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
July
7, 2018
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
0-32113
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Delaware
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33-0832424
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(Commission
File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S Employer Identification
No.)
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17101 Armstrong Avenue
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Irvine, California
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92614
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(Address of Principal Executive
Offices)
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(Zip Code)
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(714) 430-6400
(Registrant’s Telephone Number, Including Area
Code)
(Former Name or Former Address, if Changed Since Last
Report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
If an
emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective as of July 7, 2018, the Board of Directors (the “Board”) of
Resources Connection, Inc. (the “Company”) appointed Marco von Maltzan
to the Board of Directors of the Company, to serve as a director until
the Company’s 2020 annual meeting of stockholders and until his
successor is duly elected and qualified. Mr. Maltzan will not initially
serve on any committees of the Board.
The Board increased its size from ten to eleven members and appointed
Mr. Maltzan to fill the resulting vacancy. As Mr. Maltzan is a non-
employee director, he will receive annual compensation for his Board
service as set forth in the Company’s Director compensation policy,
which currently includes an annual cash retainer of $50,000 and an
equity award with a grant value of approximately $100,000.
There is no arrangement or understanding between Mr. Maltzan and any
other persons pursuant to which Mr. Maltzan was appointed as a director,
and Mr. Maltzan has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The full text of the Company’s press release, issued on July 10, 2018,
announcing Mr. Maltzan’s appointment to the Board is included as Exhibit
99.1 to this report.
This information shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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July 10, 2018
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RESOURCES CONNECTION, INC.
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By:
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/s/ Kate W. Duchene
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Kate W. Duchene
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President and Chief
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Executive Officer
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