SEC (including the financial statements and the financial statement schedules),
we will provide one to you free of charge upon your written request to our Investor Relations Department at
17101 Armstrong Avenue, Irvine, California 92614, or from our Investor Relations website at
http://ir.rgp.com
.
How may I obtain a
separate set of proxy materials?
If you share an address with another stockholder, you may receive only one set of proxy materials
(including this Proxy Statement and our Annual Report) unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials, please request the additional copies by contacting our Investor Relations
Department at 17101 Armstrong Avenue, Irvine, California 92614, or by telephone at
714-430-6400. A
separate set of proxy materials will be sent promptly following
receipt of your request.
If you are a stockholder of record and wish to receive a separate set of proxy materials in the future, or if you
are a stockholder at a shared address to which we delivered multiple copies of this Proxy Statement or the Annual Report and you desire to receive one copy in the future, please contact our Investor Relations Department at 17101 Armstrong Avenue,
Irvine, California 92614, or by telephone at
714-430-6400.
If you hold shares beneficially in street name, please contact your broker, bank or nominee directly if you have questions, require additional
copies of this Proxy Statement or our Annual Report, or wish to receive multiple reports by revoking your consent to house holding.
PROPOSAL 1. ELECTION OF DIRECTORS
Our Board of Directors consists of eleven directors. Our Amended and Restated Certificate
of Incorporation provides for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms. At this years Annual Meeting, we will be electing four directors, each to serve a term of
three years expiring at our 2021 Annual Meeting and until his or her successor is duly elected and qualified.
Each of the nominees, Susan
J. Crawford, Donald B. Murray, A. Robert Pisano and Michael H. Wargotz, is presently a member of our Board of Directors, having served on the Companys Board since 2009, 1999, 2002 and 2009, respectively. The Board of Directors, acting
upon the recommendation of the Corporate Governance and Nominating Committee, recommends the stockholders vote in favor of the election of the nominees named in this Proxy Statement to serve as members of our Board of Directors. (See Director
Nominees below). Notwithstanding the Companys retirement age policy, the Board of Directors affirmatively requested that Mr. Pisano continue his service to the Board for a final three-year term given his outstanding contributions,
deep knowledge of professional services and Chief executive experience. Mr. Pisano has served on the Board since 2002 and as the Lead Independent Director since 2004. Mr. Pisanos continued service contributes to the stability of the
Board. Additionally, he possesses a unique blend of leadership, institutional knowledge and experience that our Board requires following changes in senior leadership, strategic acquisitions and integration.
In recommending director nominees for selection by the Board, the Corporate Governance and Nominating Committee considers a number of factors,
which are described in more detail below under Board of Directors Corporate Governance and Nominating Committee. In considering these factors, the Corporate Governance and Nominating Committee and the Board consider the
fit of each individuals qualifications and skills with those of the Companys other directors in order to build a Board of Directors that, as a whole, is effective, collegial and responsive to the Company and its stockholders.
The seven directors whose terms do not expire at the Annual Meeting are expected to continue to serve after the Annual Meeting until such time
as their respective terms of office expire or they retire and their respective successors are duly elected and qualified. (See Continuing Directors below.)
If at the time of the Annual Meeting any of the nominees should be unable or unwilling for good cause to serve if elected, the persons named as
proxies on the proxy card will vote for such substitute nominee or nominees, if any, as our Board of Directors recommends or, if no substitute nominee is recommended by our Board of Directors, for the remaining nominees, leaving a vacancy, unless
our Board of Directors chooses to reduce the number of directors serving on the Board. Each of the nominees has consented to be named in this Proxy Statement and to serve if elected.
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