AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
Report (Date of earliest event reported):
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(I.R.S Employer Identification
17101 Armstrong Avenue
(Address of Principal Executive
(Registrant’s Telephone Number, Including Area
(Former Name or Former Address, if Changed Since Last
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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
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.
Results of Operations and Financial Condition.
On April 3, 2019, Resources Connection, Inc. (“Resources” or “the
Company”) issued a press release announcing its financial results for
the quarterly period ended February 23, 2019. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
Within the attached press release, the Company makes reference to
certain non-generally accepted accounting principles (“non-GAAP”)
financial measures, including consolidated EBITDA, Adjusted EBITDA,
Adjusted EBITDA Margin, Adjusted Provision for Income Taxes, Adjusted
Net Income, and Adjusted Diluted Earnings Per Common Share. The Company
believes these non-GAAP measures are useful to our investors because
they are financial measures used by management to assess the core
performance of our Company. Accordingly, where these non-GAAP measures
are provided, it is done so investors have the same financial data that
management uses with the belief such information will assist the
investment community in assessing the underlying performance of the
Company on a year-over-year and sequential basis. Whenever such
information is presented, the Company has complied with the provisions
of the rules under Regulation G and Item 2.02 of Form 8-K.
The non-GAAP measures presented in the attached press release are not in
accordance with, or an alternative for, GAAP and may be different from
non-GAAP measures used by other companies. In addition, these non-GAAP
measures are not based on any comprehensive set of accounting rules or
principles. The Company believes non-GAAP measures have limitations in
that they do not reflect all of the amounts associated with the
Company’s results of operations as determined in accordance with GAAP
and these measures should only be used to evaluate the Company’s results
of operations in conjunction with the corresponding GAAP measures.
The information in Item 2.02 of this current report on Form 8-K, as well
as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement or other document filed pursuant to the
Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On April 3, 2019, the Company announced that Timothy Brackney, age 47,
has been appointed to the newly-created position of President and Chief
Operating Officer, effective immediately. Mr. Brackney will report to
the Company’s Chief Executive Officer. As Chief Operating Officer, Mr.
Brackney is responsible for the oversight and control over the diverse,
global business operations, go-to-market strategies and designing
organizational vision and ensuring operational excellence across the
Company. Mr. Brackney will also continue to manage the Revenue teams in
Mr. Brackney has held several leadership positions with the Company over
the past 16+ years, most recently as President North America & EVP,
Revenue. Mr. Brackney began his career with the Company as Managing
Director of the Portland, Oregon office in 2002. He was promoted to
Regional Director in 2004 and Regional Managing Director in 2007. In
2011, the Company asked Mr. Brackney to move to Northern California to
run the Bay Area as well as the entire North Pacific Region. In 2014,
Mr. Brackney was promoted to SVP to run the West Region and continued in
that role until he was promoted to EVP-Revenue in 2017 and President of
North America in 2018.
The terms of Mr. Brackney’s promotion are pursuant to a written
employment agreement. The agreement provides, among other things, that
Mr. Brackney will receive a base salary of $500,000 per year and be
eligible to participate in the Company’s annual incentive or bonus plans
maintained by the Company for executive officers. Upon a change of
control event (as such term is defined in the Company’s 2014 Performance
Incentive Plan), all of Mr. Brackney’s then-outstanding and otherwise
unvested equity awards will accelerate and immediately vest. In the
event Mr. Brackney’s employment is terminated by the Company without
cause or by Mr. Brackney for good reason (as such terms are defined in
the agreement), in addition to receiving his accrued but unpaid salary
as of the termination date and any earned but unpaid annual incentive
compensation in respect of the most recently completed fiscal year, Mr.
Brackney will receive, subject to execution of a release of claims
against the Company, severance consisting of three and one-half times
his then current base salary, accelerated vesting of all
then-outstanding and otherwise unvested equity awards, and, for up to
eighteen months, continued participation in the Company’s group health
insurance plans. In the event of Mr. Brackney’s death or permanent
disability (as such term is defined in the agreement) during the term of
the agreement, in addition to receiving his accrued but unpaid salary as
of the termination date and any earned but unpaid annual incentive
compensation in respect of the most recently completed fiscal year, Mr.
Brackney or his estate will receive a pro-rated portion of the target
annual incentive compensation to which Mr. Brackney would otherwise be
entitled based on the portion of the fiscal year that has elapsed, which
will be payable when such annual incentive would otherwise have been
payable, and, in the case of a termination due to his permanent
disability, he will remain eligible to participate in any long-term
disability programs in effect at the time of such termination. To the
extent the Company undergoes a change of control and the payments to Mr.
Brackney in connection with such change in control would be subject to
an excise tax under Section 4999 of the Internal Revenue Code, Mr.
Brackney will either be entitled to the full amount of his benefits or,
if a cut-back in the benefits would result in greater net (after-tax)
benefit to Mr. Brackney, the benefits will be cut-back to the extent
necessary to avoid such excise taxes. The employment agreement also
contains a one-year post-termination non-interference with business
relationships provision, a one-year post-termination non-solicitation of
employees and consultants provision and an indefinite confidentiality
The foregoing description of the agreement is qualified in its entirety
by reference to the complete terms and conditions of his written
employment agreement, which will be filed with our Form 10-K for the
year ended May 25, 2019.
Prior to the appointment of Mr. Brackney to this position, on April 1,
2019, the Company agreed to forgive an outstanding loan balance of
$527,344.70, which the Company had previously negotiated with Mr.
Brackney when he moved from Oregon to Northern California in 2010. The
loan supported his ability to enter the real estate market in
Mr. Brackney has no family relationships with any of the Company’s
directors or executive officers. There is no arrangement or
understanding between Mr. Brackney and any other persons pursuant to
which Mr. Brackney was selected as an officer of the Company, and Mr.
Brackney has no direct or indirect material interest in any other
transaction required to be disclosed pursuant to Item 404(a) of
Resignation of Chief Accounting Officer
On April 3, 2019,
the Company finalized the retirement date
of John Bower, Senior Vice President and Chief Accounting Officer, to be
effective April 22, 2019. Mr. Bower will act as an Executive Advisor to
the Company through May 18, 2019 and will continue to serve the Company
in a consulting role over the next 24 months, as requested by the Chief
Financial Officer. Effective upon Mr. Bower’s retirement on April 22,
2019, Herbert M. Mueller, the Company’s Executive Vice President and
Chief Financial Officer, will assume the responsibilities of the
Company’s principal accounting officer. Biographical and other
information concerning Mr. Mueller is included in the Company’s proxy
statement for its 2018 annual meeting of stockholders, which information
is incorporated herein by reference.
Financial Statements and Exhibits.
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.
April 3, 2019
RESOURCES CONNECTION, INC.
/s/ Kate W. Duchene
Kate W. Duchene
President and Chief Executive Officer