SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

PRGX GLOBAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRGX GLOBAL, INC.

600 GALLERIA PARKWAY

SUITE 100

ATLANTA, GEORGIA 30339

(770) 779-3900

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD TUESDAY, JUNE 16, 201528, 2016

TO THE SHAREHOLDERS OF

PRGX GLOBAL, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PRGX GLOBAL, INC. (the “Company”) will be held at the Company’s offices, 600 Galleria Parkway, Atlanta, Georgia 30339, on Tuesday, June 16, 2015,28, 2016, at 9:00 a.m., for the following purposes:

The proxy statement is attached. Only record holders of the Company’s common stock at the close of business on April 15, 201521, 2016 will be eligible to vote at the meeting.

If you are not able to attend the meeting in person, please complete, sign, date and return your completed proxy in the enclosed envelope. If you attend the meeting, you may revoke your proxy and vote in person. However, if you are not the registered holder of your shares you will need to get a proxy from the registered holder (for example, your broker or bank) in order to attend and vote at the meeting.

By Order of the Board of Directors,

Patrick G. Dills,Joseph E. Whitters, Chairman

May 6, 20152016

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 20142015 is enclosed with this notice and proxy statement.

PRGX GLOBAL, INC.

600 GALLERIA PARKWAY

SUITE 100

ATLANTA, GEORGIA 30339

(770) 779-3900

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

June 16, 201528, 2016

GENERAL INFORMATION

The Board of Directors of PRGX Global, Inc. (which we refer to in this proxy statement as “PRGX”, the “Company”, “we”, “us” or “our”) is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 20152016 Annual Meeting of Shareholders. The annual meeting will be held on Tuesday, June 16, 2015,28, 2016, at 9:00 a.m., at the Company’s offices, 600 Galleria Parkway, Atlanta, Georgia 30339. The proxies may also be voted at any adjournments or postponements of the meeting. Upon a vote of the shareholders present at the annual meeting, we may adjourn the meeting to a later date if there are not sufficient shares present in person or by proxy to constitute a quorum or to permit additional time to solicit votes on any proposal to be presented at the annual meeting. You may obtain directions to the location of the 20152016 Annual Meeting by contacting Victor A. Allums, Senior Vice President, General Counsel and Secretary, at the address or telephone number listed above.

This proxy statement and the accompanying form of proxy are first being mailed to shareholders on or about May 6, 2015.2016. You must complete and return the proxy for your shares of common stock to be voted.

Any shareholder who has given a proxy may revoke it at any time before it is exercised at the meeting by:

Shareholders who hold shares in “street name” (e.g., in a bank or brokerage account) must obtain a legal proxy form from their bank or broker to vote at the meeting. You will need to bring the legal proxy with you to the meeting, or you will not be able to vote at the meeting.

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All communications to the Secretary should be addressed to the Secretary at the Company’s offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. Any proxy which is not revoked will be voted at the annual meeting in accordance with the shareholder’s instructions. If a shareholder returns a properly signed and dated proxy card but does not mark any choices on one or more items, his or her shares will be voted in accordance with the recommendations of the Board of Directors as to such items. The proxy card gives authority to the proxy holders to vote shares in their discretion on any other matter properly presented at the annual meeting.

The Company will pay all expenses in connection with the solicitation of proxies, including postage, printing and handling and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. In addition to solicitation by mail, solicitation of proxies may be made personally or by telephone, facsimile or other means by directors, officers and employees of the Company and its subsidiaries. Directors, officers and employees of the Company will receive no additional compensation for any such further solicitation. The Company has retained Innisfree M&A Incorporated to assist in the solicitation. The fee to be paid for such services is estimated at approximately $12,500,$15,000, plus reasonable out-of-pocket expenses.

Voting Requirements

Only holders of record of the Company’s common stock at the close of business on April 15, 201521, 2016 (the “Record Date”) are entitled to notice of, and to vote at, the annual meeting. Holders on the Record Date are referred to as the “Record Holders” in this proxy statement. On the Record Date, the Company had outstanding a total of 25,654,99221,944,500 shares of common stock. Each share of common stock is entitled to one vote.

To constitute a quorum with respect to each matter to be presented at the annual meeting, there must be present, in person or by proxy, a majority of the total votes entitled to be cast by Record Holders of the common stock. Abstentions will be treated as present for purposes of determining a quorum. In addition, shares held by a broker as nominee (i.e., in “street name”) that are represented by proxies at the Annual Meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from a beneficial owner of the shares (“broker non-votes”), will also be treated as present for quorum purposes. The election of directors is no longer considered a “routine” matter as to which brokers may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to the election of directors. As a result, if you hold your shares in street name and do not provide your broker with voting instructions, your shareswill not be voted at the annual meeting with respect to the election of directors or the Company’s Say-on-Pay proposal. The ratification of BDO USA, LLP as our independent registered public accounting firm is considered a “routine matter,” and therefore, brokers will have the discretion to vote on this matter even if they do not receive voting instructions from the beneficial owner of the shares.

With respect to Proposal 1 regarding the election of directors, assuming a quorum, the candidates receiving a plurality of the votes cast by the Record Holders of the common stock will be elected directors. Under plurality voting, assuming a quorum is present, the candidates receiving the most votes will be elected, regardless of whether they receive a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome.

With respect to Proposal 2 regarding approval of the independent registered public accounting firm, ratification of this appointment requires that a quorum be present and that the number of votes cast “for” the proposal exceeds the votes cast “against” it. Abstentions and broker non-votes will have no effect on the outcome.

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With respect to Proposal 3 regarding approval of the Say-on-Pay Resolution, approval of this proposal requires that a quorum be present and that the number of votes cast “for” the proposal exceed the votes cast “against” it. Abstentions and broker non-votes will have no effect on the outcome. The Company’s Say-on-Pay vote is advisory in nature, and the ultimate outcome of the vote is non-binding on the Company.

Votes cast by proxy or in person at the annual meeting will be counted by the person or persons appointed by the Company to act as inspector(s) of election for the meeting. Prior to the meeting, the inspector(s) will sign an oath to perform their duties in an impartial manner and to the best of their abilities. The inspector(s) will ascertain the number of shares outstanding and the voting power of each of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law.

We expect that shares owned by current executive officers and directors of the Company will be voted in favor of the nominees for director that have been recommended by the Board and in accordance with the Board’s recommendations on the other proposals. As of April 15, 2015,21, 2016, shares owned by current executive officers and directors of the Company and entitled to vote at the annual meeting represented in the aggregate approximately 5.87%9.62% of the shares of common stock outstanding on that date.

Any other proposal not addressed herein but properly presented at the meeting will be approved if a proper quorum is present and the votes cast in favor of it meet the threshold specified by the Company’s Articles, Bylaws and by Georgia law with respect to the type of matter presented. No shareholders have submitted a valid notice of intent to present any proposals at the annual meeting as required by the Company’s Bylaws. On February 5, 2016, we received notice from one of our shareholders, VCM Group, LLC (“VCM”), that it intended to nominate, on its own proxy statement, four nominees for election to the Board of Directors of the Company at the 2016 Annual Meeting. We determined that the notice was invalid because VCM was not a shareholder of record at the time of giving notice of its nominations, as is required by our Bylaws, and provided VCM written notice of our determination on February 19, 2016. To date we have received no further communications from VCM.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 16, 201528, 2016

In accordance with rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are also making this proxy statement and our annual report available to shareholders electronically via the Internet. To access this proxy statement and the Company’s Annual Report on Form 10-K on the Internet, please visitwww.prgx.com/www.prgx.com/proxy.

PROPOSAL 1: ELECTION OF DIRECTORS

The Company currently has nineseven directors. The Board is divided into three classes of directors, designated as Class I, Class II and Class III. The directors in each class serve staggered three-year terms. Shareholders annually elect directors to serve for the three-year term applicable to the class for which such directors are nominated or until their successors are elected and qualified. At the annual meeting, shareholders will be voting to elect (i) two directors to serve as Class I directors; and (ii) one director to serve as a Class III director.II directors. The terms of Gregory J. OwensMylle H. Mangum and JosephRonald E. Whitters,Stewart, currently serving as Class III directors, and William F. Kimble, currently serving as a Class III director, will expire at the annual meeting unless they are re-elected. The term of Philip J. Mazzilli, Jr.,Patrick G. Dills, currently serving as a Class III director, will expire at the annual meeting. Mr. MazzilliDills will continue to serve as a director and as a member of Audit Committee through the 2016 Annual Meeting of the Shareholders, but he is not standing for re-election as a result of the Board’s director retirement policy, which provides that a director who has reached the age of 72 will not be nominated for re-election.

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The persons named in the proxy intend to vote FOR the election of all the nominees named below as directors of the Company, unless otherwise specified in the proxy. Those directors of the Company elected at the annual meeting to be held on June 16, 2015,28, 2016, to serve as Class I or Class IIIII directors as the case may be, will each serve a three- or two-yearthree-year term respectively, or until their successors are elected

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and qualified. Each of the nominees has consented to serve on the Board of Directors if elected. Should any nominee become unable to accept nomination or election, which is not anticipated, it is the intention of the persons named in the proxy, unless otherwise specifically instructed in the proxy, to vote for the election of such other person as the Board of Directors may nominate.

Set forth below are the name, age and director class of each director nominee and director continuing in office following the annual meeting and the period during which each has served as a director.

The Board’s Nominees for Class III Directors are:

The Board’s Nominee for Class III Director is:

The Board of Directors of the Company recommends a vote FOR the election of each of the nominees named above for election as director.

Directors Continuing in Office

Information about Nominees for Election as a Class III Director

Gregory J. OwensMylle H. Mangumis currently serving as the Chairman and Chief Executive Officer of IronPlanet,IBT Enterprises, LLC, a leading online marketplace for used heavy equipment. Prior to serving in his current role at IronPlanet, Mr. Owens served as Managing Director of RedZone Capital, a private equity company focused on turning arounddesign, construction and growing under-performing companies. Prior to RedZone Capital, Mr. Owens served as Chairmantraining services for the financial services and specialty retail industries, a position that she has held since 2003. She was formerly the Chief Executive Officer of ManugisticsTrue Marketing Services, LLC. Prior to this, she served as the CEO of MMS Incentives, Inc. from 1999 to 2002. Ms. Mangum also previously served in management roles with Holiday Inn Worldwide, BellSouth and General Electric. Ms. Mangum currently serves as a director for Barnes Group Inc., a publicly traded global enterprise software solutions company. Mr. Owens alsoHaverty Furniture Companies, Inc. and Express, Inc. and previously served as Global Managing Partner Supply Chain Managementa director for Collective Brands, Inc., Emageon Inc., a provider of Andersen Consulting (now Accenture). Mr. Owens has received numerous awards from the business community including: Maryland Technology CEOenterprise-level information technology to healthcare provider organizations, Matria Healthcare, Inc., a provider of the Year, Washington Titan of Businesshealth advisory services, and Mid-Atlantic Technology Entrepreneur of the Year.Respironics, Inc., a medical supply company.

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Mr. OwensMs. Mangum brings broad business experience to the Board as a resultparticular knowledge and years of his having held numerous executive level roles for several companies. Mr. Owensexperience in retail, merchandising, marketing, strategy, technology, supply chain, logistics, international business, and multi-division general management experience. She also brings to the Board many years of experience serving on the boards of directors includingof publicly traded companies.

Ronald E. Stewartis the Company’sPresident and Chief Executive Officer. He was appointed interim President and interim Chief Executive Officer of the Company on November 15, 2013 and became the Company’s permanent President and Chief Executive Officer effective as of December 13, 2013. In addition to his previousroles with the Company, Mr. Stewart is an investor and business entrepreneur. Prior to his current pursuits, Mr. Stewart was a senior partner with Accenture, holding a number of executive positions during his 30-year career at the firm. Mr. Stewart retired from Accenture in October 2007. During his tenure at Accenture, Mr. Stewart served as the global client partner for a number of Fortune 100 clients and led the firm’s retail and consumer goods practice in the eastern United States for a number of years. Mr. Stewart also led Accenture’s global transportation and travel industry program and served as the North America Managing Partner for the automotive, industrial manufacturing and transportation/travel industry groups. Mr. Stewart is a former member of Accenture’s Global Executive Committee and of the board of directors of the Accenture Foundation.

Mr. Stewart brings to the Board management’s perspective of the Company and its operations, which is an invaluable asset to the Board in its direction of the Company’s future. Mr. Stewart also brings to the Board expertise in the fundamental analysis of investment opportunities and the evaluation of business strategies and valuable leadership skills and knowledge gained from over 30 years of providing global professional services to clients during his tenure at Accenture.

Information about the Class II Director whose Term will Expire at the 2016 Annual Meeting of Shareholders

Patrick G. Dills served as Chairman of the Board of Ameritox Ltd., a laboratory and leader in pain medication monitoring from 2012 to January 2016. Mr. Dills formerly served as Chairman of the Board of Paradigm Management Services, LLC, and as Executive Chairman and a director of One Call Medical (formerly MSC Group, Inc.). Mr. Dills served as the Chairman of the Board of the Company from 2008 to 2015 and as Interim President and Chief Executive Officer of the Company in 2008 and 2009. Mr. Dills also served in several senior executive positions at First Health Group Corp. Mr. Dills’ last positions were President of CCN (Community Care Networks) and President of Health Net Plus, now owned by Aetna.

Mr. Dills has extensive experience serving in senior leadership and management roles of several companies. Through this service, his service as a member of the Compensation and Audit Committees of Paradigm Management Services, LLC, and his prior service as a director of S1a public company, Mr. Dills has developed excellent leadership and risk oversight skills and a solid understanding of corporate governance matters.

Information about the Class III Directors whose Terms will Expire at the 2017 Annual Meeting of Shareholders

David A. Cole is the retired Chairman of the Board and Chief Executive Officer of Kurt Salmon Associates, Inc. (“KSA”), an international management consulting firm serving the retail, consumer products and healthcare industries. He was appointed president of KSA in 1983, served as its chief

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executive officer from 1988 through 1998 and served as its chairman from 1988 to 2001. Mr. Cole formerly served as a director of AMB Property Corporation, a publicly traded software company,global owner and operator of industrial real estate, until its merger with Prologis, Inc. in 2011. Mr. Cole currently serves on the Dean’s Advisory Council of Goizueta Business School at Emory University.

Having served as Chairman and CEO of KSA, Mr. Cole brings deep experience in global professional services to the Board of Directors. Through his current and pastprior service on the board of directors of a number of privateseveral publicly-traded companies, primarilyMr. Cole has significant experience and expertise in the software industry.

Joseph E. Whitters has been a consultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, including for a majorityareas of that time as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp. from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accountingcorporate management, leadership, executive compensation and Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters currently serves as a director of InfuSystem Holdings, Inc., a provider of ambulatory infusion pumps and associated clinical services. The Board has determined that Mr. Whitters qualifies to serve as an Audit Committee financial expert.

Mr. Whitters is a CPA and brings to the Board over 30 years of financial and other business experience, much of it in the healthcare industry. He developed extensive financial expertise and leadership abilities during his service in senior finance roles at First Health Group and United Healthcare, which has allowed him to bring these critical abilities and accounting skills to the Board.

Information about Nominee for Election as a Class III Directorcorporate governance.

William F. Kimble served as KPMG’s Office Managing Partner of the Atlanta office and Managing Partner – Southeastern United States, where he was responsible for the firm’s audit, advisory and tax operations from 2009 until his retirement in early 2015. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute (ACI) and Audit Committee Chair Sessions. Mr. Kimble had been with KPMG or its predecessor firm (Peat, Marwick, Main & Co.) since 1986. During his tenure with KPMG, Mr. Kimble held numerous senior leadership positions, including Global Chairman for Industrial Markets. Mr. Kimble also served as KPMG’s Energy Sector Leader for approximately 10 years and was the executive director of KPMG’s Global Energy Institute.

Mr. Kimble brings many years of international business experience to the Board, having acquired knowledge of the needs and inner workings of global companies and having developed a multinational business perspective through his work at KPMG. Mr. Kimble also brings to the Board a broad knowledge of the most current and pressing audit issues faced by public companies today.

Information about the Class I Director whose Term will Expire at the 2015 Annual Meeting of Shareholders

Philip J. Mazzilli, Jr. is a financial and general business consultant. From 2000 to 2003 he was Executive Vice President and Chief Financial Officer of Equifax Corporation, an international provider of consumer credit information and information database management. From 1999 to 2000 he was Executive Vice President and Chief Financial Officer of Nova Corporation, a payment services company.

Mr. Mazzilli brings highly valuable financial expertise, leadership skills and strategic planning abilities to the Board, developed from his many years as a finance manager and executive, including his prior service as Chief Financial Officer at Equifax and Nova Corporation. He is highly experienced and knowledgeable in financial analysis, financial statements and risk management, and the Board has determined that he qualifies to serve as an Audit Committee financial expert.

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Information about the Class II Directors whose Terms will Expire at the 20162018 Annual Meeting of Shareholders

Patrick G. DillsGregory J. Owens is Chairman of PRGX Global, Inc. He also servedcurrently serving as Interim Presidentthe Chairman and Chief Executive Officer of the CompanyIronPlanet, a leading online marketplace for used heavy equipment. Prior to serving in 2008his current role at IronPlanet, Mr. Owens served as Managing Director of RedZone Capital, a private equity company focused on turning around and growing under-performing companies. Prior to 2009.RedZone Capital, Mr. Dills also servesOwens served as Chairman of Ameritox Ltd., a laboratory in the medication monitoring market. Mr. Dills previously served as Executive Chairman of MSC Group, Inc. (now One Call Medical) from 2006 to 2012 and he served as the Chairman of Paradigm Management Services, LLC from 2009 to 2012. Mr. Dills also served from 1988 to 2005 in several executive positions at First Health Group Corp. (now part of Aetna). Mr. Dills’s last positions at First Health Group were President of CCN (Community Care Networks) and Executive Vice-President.

Mr. Dills has extensive experience serving in senior leadership and management roles of several companies. Through this service, his service as a member of the Compensation and Audit Committees of Paradigm Management Services, LLC, and his prior service as a director of a public company, Mr. Dills has developed excellent leadership and risk oversight skills and a solid understanding of corporate governance matters.

Mylle H. Mangum is the Chief Executive Officer of IBT Enterprises, LLC,Manugistics Group Inc., a company focused on design, construction and training services for the financial services and specialty retail industries, a position that she has held since 2003. She was formerly the Chief Executive Officer of True Marketing Services, LLC. Prior to this, she served as the CEO of MMS Incentives, Inc. from 1999 to 2002. Ms. Mangumpublicly traded global enterprise software solutions company. Mr. Owens also previously served in management roles with Holiday Inn Worldwide, BellSouthas Global Managing Partner Supply Chain Management of Andersen Consulting (now Accenture). Mr. Owens has received numerous awards from the business community including: Maryland Technology CEO of the Year, Washington Titan of Business and General Electric. Ms. Mangum currently serves as a director for Barnes Group Inc., Haverty Furniture Companies, Inc. and Express, Inc. and previously served as a director for Collective Brands, Inc., Emageon Inc., a providerMid-Atlantic Technology Entrepreneur of enterprise-level information technology to healthcare provider organizations, Matria Healthcare, Inc., a provider of health advisory services, and Respironics, Inc., a medical supply company.the Year.

Ms. MangumMr. Owens brings broad business experience to the Board particular knowledge and yearsas a result of experience in retail, merchandising, marketing, strategy, technology, supply chain, logistics, international business, and multi-division general management experience. Shehis having held numerous executive level roles for several companies. Mr. Owens also brings to the Board many years of experience serving on the boards of directors, of publicly traded companies.

Ronald E. Stewartis the Company’s President and Chief Executive Officer. He was appointed interim President and interim Chief Executive Officer of the Company on November 15, 2013 and became the Company’s permanent President and Chief Executive Officer effective as of December 13, 2013. In addition toincluding his roles with the Company, Mr. Stewart is an investor and business entrepreneur. Prior to his current pursuits, Mr. Stewart was a senior partner with Accenture, holding a number of executive positions during his 30-year career at the firm. Mr. Stewart retired from Accenture in October 2007. During his tenure at Accenture, Mr. Stewart served as the global client partner for a number of Fortune 100 clients and led the firm’s retail and consumer goods practice in the eastern United States for a number of years. Mr. Stewart also led Accenture’s global transportation and travel industry program and served as the North America Managing Partner for the automotive, industrial manufacturing and transportation/travel industry groups. Mr. Stewart is a former member of Accenture’s Global Executive Committee and of the board of directors of the Accenture Foundation.

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Mr. Stewart brings to the Board management’s perspective of the Company and its operations, which is an invaluable asset to the Board in its direction of the Company’s future. Mr. Stewart also brings to the Board expertise in the fundamental analysis of investment opportunities and the evaluation of business strategies and valuable leadership skills and knowledge gained from over 30 years of providing global professional services to clients during his tenure at Accenture.

Information about the Class III Directors whose Terms will Expire at the 2017 Annual Meeting of Shareholders

David A. Cole is the retired Chairman of the Board and Chief Executive Officer of Kurt Salmon Associates, Inc. (“KSA”), an international management consulting firm serving the retail, consumer products and healthcare industries. He was appointed president of KSA in 1983, served as its chief executive officer from 1988 through 1998 and served as its chairman from 1988 to 2001. Mr. Cole formerly servedprevious service as a director of AMB PropertyS1 Corporation, a global ownerpublicly traded software company, and operator of industrial real estate, until its merger with Prologis, Inc. in 2011. Mr. Cole currently serves on the Dean’s Advisory Council of Goizueta Business School at Emory University.

Having served as Chairmanhis current and CEO of KSA, Mr. Cole brings deep experience in global professional services to the Board of Directors. Through his priorpast service on the board of directors of several publicly-tradeda number of private companies, Mr. Cole has significant experience and expertiseprimarily in the areassoftware industry.

Joseph E. Whittersis Chairman of corporate management, leadership, executive compensation and corporate governance.

Archelle Georgiou Feldshon, M.D.is the presidentBoard of Georgiou Consulting, LLC,PRGX Global, Inc. Mr. Whitters has been a healthcare consultingconsultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, including for a majority of that she founded in December of 2007.time as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp. from 1984 to 1986. Prior to December 2007, Dr. Georgiou workedthat, Mr. Whitters served as the Manager of Accounting and Taxation for UnitedHealth Group Corporation for over 12 yearsOverland Express, a publicly traded trucking company, and he began his career in numerous executive-level positions, including National Medical Director, Chief Medical Officer, CEO – Care Management, and culminatingpublic accounting with her position as Executive Vice President – Strategic Relations, Specialized Care Services. Over the course of her career, Dr. Georgiou has made numerous media contributions regarding the latest healthcare industry news and trends, including, since January 2007,Peat Marwick (now KPMG). Mr. Whitters currently serves as a healthcare expertdirector of InfuSystem Holdings, Inc., a provider of ambulatory infusion pumps and media correspondentassociated clinical

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services, and as a director of Air Methods Corporation, an air medical transportation company. From 2003 to 2013, Mr. Whitters served as a director of Omnicell, Inc., a company providing comprehensive automation and business analytics software for a twice weekly television segment in Minneapolis-St. Paul, Minnesota. Dr. Georgiou is an instructor at the University of Minnesota Carlson School of Business. She is also a Senior Advisor to TripleTreemedication and Chair of Health Executive Roundtable, a healthcare think tank focusing on innovative changessupply management in the healthcare industry. Dr. Georgiou graduated from the Johns Hopkins School of Medicine in 1986. She trained

Mr. Whitters is a CPA and practiced in internal medicine in Northern California before transitioning into healthcare administration and policy.

Dr. Georgiou brings to the Board manyover 30 years of management, leadershipfinancial and marketing and communicationsother business experience, including over two decadesmuch of experienceit in the healthcare industryindustry. He developed extensive financial expertise and highly valuable expertiseleadership abilities during his service in the areas of healthcare managementsenior finance roles at First Health Group and policy, the use of healthcare databases in the development of healthcare informatics, predictive modelingUnited Healthcare, which has allowed him to bring these critical abilities and software development. Dr. Georgiou’s experience and perspective provide the Board with valuable insight, particularly with respectaccounting skills to the Company’s healthcare-related services.Board.

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PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Our Board of Directors, upon the recommendation of our Audit Committee, has appointed BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the 20152016 fiscal year. A proposal will be presented at the annual meeting to ratify the appointment of BDO as our independent registered public accounting firm for the 20152016 fiscal year. Shareholder ratification of the selection of BDO as our independent registered public accounting firm is not required but is being presented to our shareholders as a matter of good corporate practice. Notwithstanding shareholder ratification of the appointment of the independent registered public accounting firm, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm if the Audit Committee believes that such a change would be in our best interests and the best interests of our shareholders. If the shareholders do not ratify the appointment, the Audit Committee will reconsider the appointment of BDO. We have been advised that a representative from BDO will be present at the annual meeting, will be given an opportunity to speak if he or she desires to do so, and will be available to answer appropriate questions.

The Board of Directors recommends a vote FOR approval to ratify the appointment of the independent registered public accounting firm.

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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company’s shareholders have the opportunity to cast a non-binding advisory vote regarding the compensation of the Company’s executive officers who are named in the Summary Compensation Table contained in this proxy statement whom we refer to as our “named executive officers.” We have disclosed the compensation of our named executive officers pursuant to rules adopted by the SEC.

At our annual meeting of shareholders held on May 24, 2011, our shareholders approved our proposal to hold a “Say-on-Pay” vote every year. As a result, we have committed to annual “Say-on-Pay” votes. At our annual meeting of shareholders held on June 24, 2014,16, 2015, our shareholders approved our “Say-on-Pay” resolution with approximately 91%98.3% of the votes cast approving the 20132014 executive compensation described in our 20142015 proxy statement. In determining executive compensation for 2015,2016, the committee has considered and will continue to consider the shareholder support that the “Say-on-Pay” proposal received at the 20142015 annual meeting of shareholders. This strong support from our shareholders confirms our belief that our compensation programs are reasonable, effectively designed and continue to be aligned with the interests of our shareholders.

As we describe in detail in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in this proxy statement, we have designed our executive compensation programs to drive our long-term success and increase shareholder value. We use our executive compensation programs to provide compensation that will (i) attract and retain our named executive officers, (ii) encourage our named executive officers to perform at their highest levels by directly linking a material portion of their total compensation with key Company financial and operational performance objectives, and (iii) directly align our executive compensation with shareholders’ interests through the grants of equity-based incentive awards.

Our Compensation Committee has overseen the development and implementation of our executive compensation programs using these core compensation principles as a guide. Our Compensation Committee also continuously reviews, evaluates and updates our executive compensation programs as needed to ensure that we continue to provide competitive compensation that motivates our named executive officers to perform at their highest levels while simultaneously increasing long-term shareholder value. We highlight the following aspects of our executive pay program that we believe reflect sound governance and effective program design:

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This advisory shareholder vote, commonly referred to as a “Say-on-Pay” vote, gives you as a shareholder the opportunity to approve or not approve the compensation of our named executive officers that is disclosed in this proxy statement by voting for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement in accordance with the compensation disclosure requirements of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and the related narrative disclosures herein, is hereby APPROVED.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. However, our Compensation Committee will take into account the outcome of the shareholder vote on this proposal when considering future executive compensation decisions and arrangements.

The Board of Directors recommends a vote FOR approval of the compensation paid to the Company’s named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure requirements of the Securities and Exchange Commission,SEC, including in Compensation Discussion and Analysis, compensation tables and the related narrative disclosures.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

AND COMMITTEES OF THE BOARD OF DIRECTORS

Independence

The Board of Directors has evaluated the independence of each Board member and has determined that the following directors, which constitute a majority of the Board, are independent in accordance with the Nasdaq and SEC rules governing director independence: Dr. Georgiou, Ms. Mangum and Messrs. Cole, Dills, Kimble, Mazzilli, Owens and Whitters. In determining Mr. Owens’ independence, the Board considered that Mr. Stewart, the Company’s President and CEO, is an investor in IronPlanet, a privately held company for which Mr. Owens currently serves as Chairman and CEO. The Board determined that Mr. Stewart’s investment, which represents less than 0.2% of the ownership of the company, was immaterial and did not impair Mr. Owens’ independence.

Meetings of the Board of Directors and Attendance at the Annual Meeting of Shareholders

During 2014,2015, there were ninesix meetings of the Board of Directors. Each incumbent director attended more than 75 percent of the aggregate of all meetings of the Board of Directors held while he or she was a director and any committees on which that director served.

The Board of Directors does not have a policy requiring director attendance at the annual shareholders meeting. However, directors are encouraged to attend. All of our then-serving directors other than Steven P. Rosenberg, who resigned from the Board of Directors immediately following the 2014 annual meeting, attended the 20142015 Annual Meeting of Shareholders.

Director Compensation

The following table presents information relating to total compensation for the fiscal year ended December 31, 2014,2015, with respect to those directors that served during the year. Information with respect to the compensation of Mr. Stewart is included below under “Executive Compensation.” As an executive officer of the Company, Mr. Stewart does not receive any compensation for his service as a director.

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Each non-employee member of the Board is paid a $30,000 annual retainer for his or her service on the Board and the Chairman of the Board is paid an additional $60,000 annual retainer for his service in thatcapacity.Non-employee members of Board committees are paid annual committee retainers of $10,000 for the Audit Committee, $7,500 for the Compensation Committee and $5,000 for the Nominating and Corporate Governance Committee. Chairs of each of these committees are paid supplemental annual committee chair retainers equal to the amount of the applicable member retainer for the particular committee. Non-employee directors also receive a $1,500 per meeting attendance fee for attendance at Board meetings and the annual meeting of shareholders, if the annual meeting of shareholders is not held in conjunction with a Board meeting. Directors are reimbursed for all out-of-pocket expenses, if any, incurred in attending Board and committee meetings.

In addition to cash compensation, the Board may grant nonqualified stock options or other equity awards to the non-employee directors from time to time. On June 23, 2014,15, 2015, the Company granted 8,546 shares of restricted stock or restricted stock units and options to purchase 8,54635,000 shares of the Company’s common stock to each of the Company’s then-serving non-employee directors whose service on the Board was continuing beyond the 2015 annual meeting of shareholders (Ms. Mangum, Messrs. Cole, Dills, MazzilliKimble, Owens and Whitters and Dr. Georgiou). All of the options granted to the directors on June 23, 201415, 2015 have an exercise price of $6.45$4.50 and will vest on the earlier of (a) June 23, 201515, 2016 and (b) the date of, and immediately prior to, the 20152016 Annual Meeting of Shareholders. These options will expire on June 22, 2020. The restricted stock or restricted stock units granted to the directors on June 23, 2014 will vest on the earlier of (a) June 23, 2015 and (b) the date of, and immediately prior to, the 2015 Annual Meeting of Shareholders.14, 2022.

Upon his appointment to the Board on March 16, 2015, the Company granted Gregory J. Owens (a) 2,849 shares of restricted stock and options to purchase 2,849 shares of the Company’s common stock, both vesting in fullof which vested on the earlier of (x) June 23,16, 2015, and (y) the date of, and immediately prior to, the 2015 Annual Meeting of Shareholders, and (b) as a one-time election grant, an additional 8,546 stock options and an additional 8,546 shares of restricted stock, both of which vest on March 16, 2018. The options granted to Mr. Owens have an exercise price of $4.07 and the grant of 2,849 options will expire on March 15, 2021, while the grant of 8,546 options will expire on March 15, 2022.

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Upon his appointment to the Board on April 21, 2015, the Company granted William F. Kimble (a) 1,424 shares of restricted stock and options to purchase 1,424 shares of the Company’s common stock, both vesting in fullof which vested on the earlier of (x) June 23,16, 2015, and (y) the date of, and immediately prior to, the 2015 Annual Meeting of Shareholders, and (b) as a one-time election grant, an additional 8,546 stock options and an additional 8,546 shares of restricted stock, both of which vest on April 21, 2018. The options granted to Mr. Kimble have an exercise price of $3.91 and the grant of 1,424 options will expire on April 20, 2021, while the grant of 8,546 options will expire on April 20, 2022.

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Board Leadership Structure and Role in Risk Oversight

The Board of Directors determines what leadership structure it deems appropriate from time to time based on factors such as the experience of the Company’s Board members and executive officers, the current business environment of the Company and other relevant factors. After considering these factors, the Board has determined that the appropriate leadership structure for the Company at this time is a Board of Directors with an independent Chairman of the Board (Mr. Dills)Whitters) and a Chief Executive Officer (Mr. Stewart) who also serves on the Company’s Board. We believe that the role of an independent Chairman enhances the Board’s oversight of management of the Company and helps to ensure that the Board is fully engaged with the Company’s strategy and its implementation. Mr. Dills has served as Chairman of the Board since December 1, 2008 and the Board believes that it is important that the Board chairmanship be rotated from time-to-time. Accordingly, the Board anticipates that Joseph E. Whitters will be appointed Chairman of the Board following the 2015 annual meeting of shareholders.

Management of the Company is responsible for the Company’s day-to-day risk management and the Board serves in a risk management oversight role. The Audit Committee assists the Board of Directors in fulfilling this oversight function. The Audit Committee and management of the Company periodically review various risks facing the Company and the internal controls and procedures in place to manage such risks. In addition, the Audit Committee and full Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues.

Stock Ownership Guidelines

Directors.In May 2008, the Nominating and Corporate Governance Committee adopted stock ownership guidelines for the Company’s non-employee directors to better align the interests of non-employee directors with shareholders. In September 2015, the Nominating and Corporate Governance Committee amended the stock ownership guidelines for the Company’s non-employee directors to more closely align them with the ownership guidelines that were adopted for executive officers in September 2011. The guidelines require non-employee directors to own shares of Company stock with a value equal to or greater than the lesser of (x) four times the amount of the annual retainer paid to the non-employee director for Board service.service or (y) 25,000 shares of the Company’s common stock. Directors have threefive years to achieve compliance with the guidelines. Shares must be owned directly by the director or his immediate family residing in the same household or in trust for the benefit of the non-employee director or his immediate family. RestrictedOne-third of vested options count toward satisfaction of the guidelines, but restricted stock units, unvested shares of restricted stock and unvested stock options (vested or unvested) do not count toward satisfaction of the guidelines. The Nominating and Corporate Governance Committee has authority to grant exceptions to the guidelines in rare circumstances. As of December 31, 2014,2015, all directors were in compliance with the director stock ownership guidelines.

Executive Officers.In September 2011, we established stock ownership guidelines for our executive officers to further align their interests with those of our shareholders. See “Compensation Discussion and Analysis – Executive Stock Ownership Guidelines” below for a discussion of these stock ownership guidelines.

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Audit Committee

The Company’s Audit Committee consists of three independent directors: Messrs. Dills, Mazzilli,Kimble and Whitters. Mr. MazzilliDills currently serves as Chairman of the Audit Committee, and the Board has determined thatdesignated Mr. MazzilliWhitters and Mr. Whitters both qualifyKimble as an “audit committee financial expert,experts,” as such term is defined in Item 407(d) of SEC Regulation S-K. The Board of Directors has determined that the current Audit Committee members satisfy the independence criteria included in the current listing

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standards for the Nasdaq Global Select Market and by the SEC for audit committee membership. The Audit Committee met 12 times in 2014.2015. The Audit Committee has sole authority to retain the Company’s independent registered public accounting firm and reviews the scope of the Company’s annual audit and the services to be performed for the Company in connection therewith. The Audit Committee also formulates and reviews various Company policies, including those relating to accounting practices and the internal control structure of the Company, and the Company’s procedures for receiving and investigating reports of alleged violations of the Company’s policies and applicable regulations by the Company’s directors, officers and employees. The Audit Committee also reviews and approves any related party transactions. The Board has adopted a written Audit Committee Charter which is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. See “Report of the Audit Committee.”

Audit Committee Pre-Approval Policies and ProceduresProcedures. The Audit Committee approves each engagement of the Company’s principal accountants for audit and non-audit related services and associated projected fees in advance of such engagement.

Compensation Committee

The Company’s Compensation Committee consists of three independent directors: Messrs. Cole and Whitters and Ms. Mangum. Mr. Whitters is Chairman of the Compensation Committee. The Board of Directors has determined that each of the Compensation Committee members is independent based on the current listing standards for the Nasdaq Global Select Market.

The Compensation Committee held eightseven meetings in 2014.2015. The Compensation Committee determines the compensation of the executive officers of the Company and the other members of the Company’s senior leadership team. The Compensation Committee also administers the Company’s benefit plans, including the 2008 Equity Incentive Plan the Stock Incentive Plan, the Performance Bonus Plan, and the 2006 ManagementShort-Term Incentive Plan, and makes recommendations to the Nominating and Corporate Governance Committee regarding director compensation. The Compensation Committee determines the amounts and types of all awards of stock-based compensation to individuals who file reports pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). Each member of the Compensation Committee is a “nonemployee” director, as such term is defined in Rule 16b-3 promulgated pursuant to the Exchange Act. Each member is also an “outside” director, as such term is defined in the regulations promulgated pursuant to Section 162(m) of the Code. The Compensation Committee’s charter requires that all members of the Committee shall be independent from the Company and that at least two members shall satisfy the definition of “nonemployee” director described above. The Compensation Committee charter is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. For information regarding the Company’s 20142015 executive compensation, see “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (“NCG Committee”) consists of three independent directors: Dr. Georgiou, Ms. Mangum and Mr. Cole.Messrs. Cole and Owens. Ms. Mangum serves as Chairman of

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the NCG Committee. The Board of Directors has determined that each of the NCG Committee members is independent based on the listing standards for the Nasdaq Global Select Market. Ms. Mangum serves as Chairman of the NCG Committee. The NCG Committee met sixmetfour times in 2014.2015. The NCG Committee has the responsibility to consider and recommend nominees for the Board of Directors and its committees, to oversee review and assessment of the performance of the Board, set Board compensation, and monitor and recommend governance principles and guidelines for adoption by the Board.

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The Board has delegated to the NCG Committee the responsibility for evaluating current Board members at the time they are considered for re-nomination. After considering the appropriate skills, expertise and experience needed on the Board, the independence, expertise, experience, skills and performance of the current membership of the Board, and the willingness of Board members whose terms are expiring to be re-nominated, the NCG Committee recommends to the Board whether those directors should be re-nominated.

In preparation for the Company’s annual meeting of shareholders and at such other times as appropriate, the NCG Committee considers whether the Board would benefit from adding one or more additional Board members, and if so, the skills, expertise and experience sought. If the Board determines that a new member or members would be beneficial, the NCG Committee sets the qualifications for the position(s) and conducts searches to identify qualified candidates. Such searches may use the services of an executive search firm that would receive a fee for its services. The NCG Committee (or its Chairman) screens the available information about the potential candidates. Based on the results of the initial screening, interviews with the viable candidates are scheduled with NCG Committee members, other members of the Board and, from time to time, senior members of management. Upon completion of these interviews and other due diligence, the NCG Committee may recommend to the Board the election or nomination of a candidate. All potential candidates, regardless of whether they are developed through the executive search firm or otherwise, are reviewed and evaluated using the same process.

When the NCG Committee engages an executive search firm, the search firm performs research to identify and qualify potential candidates using the desired qualifications identified by the NCG Committee, contacts such qualified candidates to ascertain their interest in serving on the Company’s Board, collects resumes and other data about the interested candidates and recommends candidates for further consideration by the NCG Committee.

The NCG Committee has no set minimum criteria for selecting Board nominees, although its preference is that a substantial majority of all non-executive directors possess the following qualifications: independence in accordance with the listing standards established for companies listed on the Nasdaq Global Select Market; significant leadership experience at the corporate level in substantial and successful organizations; relevant, but non-competitive, business experience; the ability and commitment to devote the time required to fully participate in Board and committee activities; strong communication and analytical skills; and a personality that indicates an ability to work effectively with the other members of the Board and management. In evaluating candidates for the Board of Directors, the NCG Committee seeks to maintain a balance of diverse business experience, education, skills and other individual qualities and attributes in order to enhance the quality of the Board’s deliberations and decision-making processes. In any given search, the NCG Committee may also define particular characteristics for candidates to balance the overall skills and characteristics of the Board with the perceived needs of the Company.

The NCG Committee will also consider nominating for service on the Company’s Board candidates recommended by shareholders. Such recommendations will only be considered by the NCG Committee if they are submitted to the NCG Committee in accordance with the requirements of the Company’s Bylaws and accompanied by all the information that is required to be disclosed in connection

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with the solicitation of proxies for election of director nominees pursuant to Regulation 14A under the Exchange Act, including the candidate’s written consent to serve as director, if nominated and elected. On February 5, 2016, we received notice from VCM that it intended to nominate, on its own proxy statement, four nominees for election to the Board at the 2016 Annual Meeting. We determined that the notice was invalid because VCM was not a shareholder of record at the time of giving notice of its nominations, as is required by our Bylaws, and provided VCM written notice of our determination on February 19, 2016. To date we have received no further communications from VCM. To be considered by the NCG Committee, shareholder recommendations for director nominees to be elected at the 20162017 Annual Meeting of Shareholders, together with the requisite consent to serve and proxy disclosure information in written form, must be received by Victor A. Allums, Secretary, at the offices of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, no earlier than January 7, 20168, 2017 and no later than February 6, 2016.

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As of April 30, 2015, the Company had not received any shareholder recommendations of director candidates for election at the 2015 Annual Meeting.7, 2017.

The NCG Committee’s charter is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339.

Shareholder Communications to the Board of Directors

In addition to recommendations for director nominees, the Board of Directors welcomes hearing from shareholders regarding the management, performance and prospects for the Company. To facilitate complete and accurate transmittal of shareholder communications to the directors, the Company requests that all shareholder communication to the Board or any of its members be made in writing and addressed to the Company’s Secretary, Victor A. Allums, at PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. The Company also requests that any such communication specifies whether it is directed to one or more individual directors, all the members of a Board committee, the independent members of the Board, or all members of the Board and the mailing address to which any reply should be sent. On receipt, Mr. Allums will forward the communication to the director(s) to whom it is addressed as specified by the shareholder. If the shareholder does not specify which directors should receive the communication, Mr. Allums will distribute the communication to all directors.

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REPORT OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal controls and audit functions. The Board has adopted a written Audit Committee Charter (available at the Company’s website: www.prgx.com) that sets out the organization, purpose, duties and responsibilities of the Audit Committee.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2014,2015, the Audit Committee:

AUDIT COMMITTEE

Patrick G. Dills, Chairman

William F. Kimble

Joseph E. Whitters

Notwithstanding anything to the contrary which is or may be set forth in any of the Company’s filings under the Securities Act of 1933 or the Exchange Act that might incorporate Company filings, including this proxy statement, in whole or in part, the preceding Report of the Audit Committee shall not be incorporated by reference into any such filings.

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COMPENSATION DISCUSSION AND ANALYSIS

As discussed above under “Information About the Board of Directors and Committees of the Board of Directors,” the Compensation Committee of the Board of Directors has the overall responsibility for our executive compensation plans, policies and programs. The Compensation Committee approves the compensation of each of our named executive officers and other executive officers of the Company. The Compensation Committee is also responsible for recommending to the Nominating and Corporate Governance Committee the compensation and compensation plans, policies and programs for our directors. The Compensation Committee consists of three members who are “independent” directors under the Company’s corporate governance guidelines and the rules of The Nasdaq Stock Market LLC.

Executive Summary

Pay-For-Performance Compensation Philosophy

We have a pay-for-performance compensation philosophy and strive to have executive compensation programs and practices that will align executive pay with Company performance. In recent years, the Compensation Committee has made significant efforts to further strengthen the alignment of executive compensation with the financial performance of the Company, including (i) heavily weighting stock options in the mix of equity awards granted to executive officers in 2014, with two-thirds of the stock options having exercise prices exceeding the grant date market value of the underlying shares (i.e., “premium-priced” options), (ii) replacing traditional service-based vesting grants of stock options and restricted stock grants with grants of performance-based vesting restricted stock units (“PBUs”) in 2015, which vest, if at all, only upon the attainment of certain levels of adjusted EBITDA, and (iii) requiring the attainment of an established adjusted EBITDA threshold prior to any bonuses being paid out under the 2015 Short-Term Incentive Plan, regardless of whether revenue thresholds were met by the Company. As previously reported, the Company’s recent financial performance has not met the Company’s expectations. Our performance in 2015 was hurt by a number of factors, including a slower than planned ramp-up in our adjacent services offerings such as spend analytics, delays in converting recovery audit claims to revenue, particularly in Europe, the bankruptcy of a large client, delays in onboarding several new clients, audit scope restrictions and lower contingency fee rates at several clients, and stepped-up enforcement of regulations impacting UK grocers. The strong linkage between the Company’s recent financial performance and executive compensation is reflected in the following executive compensation highlights from fiscal years 2013 through 2015:

1. No Pay Increases for our Chief Executive Officer and Only Small Pay Increases for Other Executive Officers. Our Chief Executive Officer (“CEO”) has not received an increase in his base salary since he was appointed to the position of CEO in 2013. Our other executive officers have received only small annual increases to their base salaries in each of the previous three years.

2.No Payouts Under the Short Term Incentive Plans for 2013 and 2015 and Only Modest Payouts for 2014.Based on the Company’s failure to achieve the minimum financial performance targets for fiscal years 2013 and 2015, no annual cash incentives were paid to the Company’s executive officers under the Short-Term Incentive Plans for such years. Modest annual cash incentives were earned by our executive officers for 2014, although our CEO declined to accept his annual incentive bonus earned for 2014.

3.Stock Options Granted in the Last Three Years Have Not Generated Any Value to Recipients. As of December 31, 2015, all of the stock options granted to our named executive officers during the last three years were underwater, meaning that the exercise price per share exceeded the closing price of our common stock on that date.

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4.Payout for the PBUs Granted in 2015 is Unlikely.In 2015 the Compensation Committee granted PBUs, which vest, if at all, only upon the attainment of certain levels of adjusted EBITDA for the two-year performance period ending December 31, 2016. Based on the Company’s financial results for 2015, the Company has determined that it is “not probable” that the threshold performance level will be achieved as of the end of the performance period and therefore, it is unlikely that any of the PBUs will vest and become payable.

2015 Compensation Overview

In 2015, the Compensation Committee took the following actions with respect to our executive compensation program:

As previously reported, the Company’s financial performance in 2014 did not meet the Company’s expectations. Our performance in 2014 continued to be hurt by constraints on our auditing in the Medicare RAC program and our decision to withdraw from the Medicare RAC program rebid process, as well as by a challenging global economic environment, particularly in Europe. However, revenue from the Company’s Recovery Audit and Adjacent Services businesses exceeded the threshold levelCompensation Actions for the revenue portion of the bonus under the 2014 Short-Term Incentive Plan. As a result, only modest payouts (substantially less than target payouts) were earned by the Company’s executive officers under the 2014 Short-Term Incentive Plan.2016

In 2015,2016, the Compensation Committee has considered and expects to continue to consider the following factors, among others, in making executive compensation decisions:

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Based on these factors and the Company’s 20142015 Say-on-Pay vote, in which approximately 91%98.3% of the shares voted by shareholders approved the Company’s executive compensation program, the Compensation Committee has made the following decisions with respect to the Company’s executive compensation in 2015:2016: