Current Report Filing (8-k)
January 25 2018 - 1:05PM
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):
January 18, 2018
RESOURCES CONNECTION, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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0-32113
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(State or other jurisdiction of incorporation)
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33-0832424
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(Commission File Number)
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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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On January 18, 2018, the Board of Directors (the “Board”) of Resources
Connection, Inc. (the “Company”) appointed Kate W. Duchene, the
Company’s President and Chief Executive Officer, to the Board of
Directors of the Company, effective immediately, to serve as a director
until the Company’s 2019 annual meeting of stockholders and until her
successor is duly elected and qualified. Ms. Duchene will not serve on
any committees of the Board.
The Board increased its size from nine to ten members and appointed Ms.
Duchene to fill the resulting vacancy. As Ms. Duchene is an employee
director, she will not receive any compensation for her Board service.
There is no arrangement or understanding between Ms. Duchene and any
other persons pursuant to which Ms. Duchene was appointed as a director,
and Ms. Duchene 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
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Regulation FD Disclosure.
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The full text of the Company’s press release, issued on January 23,
2018, announcing Ms. Duchene’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.
On January 18, 2018, the Board declared a regular quarterly dividend of
$0.12 per share on the Company’s common stock. The dividend is payable
on March 15, 2018, to shareholders of record at the close of business on
February 15, 2018. The Company’s Board will assess and approve future
dividends quarterly.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
Description
99.1
Press
Release entitled “Resources Connection, Inc. Announces Appointment of
Kate W. Duchene to the Board of Directors,” issued January 23, 2018.
99.2
Press
Release entitled “Resources Global Professionals Announces Quarterly
Dividend and Dividend Payment Date,” issued January 23, 2018.
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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January 23, 2018
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RESOURCES CONNECTION, INC.
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By:
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/s/
Herbert Mueller
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Herbert Mueller
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Executive Vice President and Chief
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Financial Officer
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