ANNUAL MEETING

page 38.

ANNUAL MEETING

Office Building
17101 Armstrong Avenue, Irvine, California 92614

Meeting AgendaMEETING AGENDA

1.  Election of three directors, each for a three-year term expiring at the Company’s annual meeting in 2020

	1.	Election of three directors, each for a three-year term expiring at the Company’s annual meeting in 2025 and until their respective successors are duly elected and qualified; 2.  Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2018; 3.  Approval on an advisory basis of the Company’s executive compensation; 4.  Approval on an advisory basis of the frequency of future advisory votes on the Company’s executive compensation; and 5.  Transaction of such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. Voting Matters     Detailed Information 2. Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2023; 3. Approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan; 4. Approval on an advisory basis of the Company’s executive compensation; and 5. Transaction of such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. 11 Table of Contents Voting Matters Detailed Information Proposal 1— Election of Three Directors for a Three-Year Term page 14Page 22 The following table provides summary information about each director nominee. More detailed information may be found in the section entitled “Proposal 1. Election of Directors.” Name and Principal Occupation Age Director Since Board Committees ANTHONY CHERBAK- Independent Former Chief Executive Officer, Resources Connection, Inc. 68 2009 None NEIL DIMICK- Independent Former EVP and Chief Financial Officer of Amerisource Bergen Corporation; Board member of Viatris, Inc. 73 2003 Audit Committee Compensation Committee KATE DUCHENE- President and Chief Executive Officer, Resources Connection, Inc. 59 2018 None Board Recommendation — FOReach of the Three Director Nominees 12                         Committee Membership Name   Age   Director Since   Background   Experience/ Qualification   Ind.   Comp   Audit   Nom/ Govern Robert F. Kistinger   64   2006   Mr. Kistinger was the Chief Operating Officer of Bonita Banana Company from 2009 to 2014 and now continues to serve as an Executive Advisor to the company. He was formerly President and Chief Operating Officer of the Fresh Group of Chiquita Brands International, Inc. (“Chiquita”). Mr. Kistinger was employed at Chiquita for more than 27 years and held numerous senior management positions in accounting, financial analysis and strategic planning roles. Prior to joining Chiquita, Mr. Kistinger was with the accounting firm of Arthur   Mr. Kistinger has held leadership positions in large multinational companies with operations in Latin America, developing critical financial and international operations expertise. Mr. Kistinger’s knowledge, insight and experience are invaluable to the Company and to the Board as we continue to provide services and solutions to our clients around the world.   X     X   X Table of Contents                          Committee Membership Name   Age   Director Since   Background   Experience/ Qualification   Ind.   Comp   Audit   Nom/ Govern       Young & Company for six years and is a certified public accountant and a member of the American Institute of Certified Public Accountants           Jolene Sarkis   67   2002   Ms. Sarkis has been a private marketing and advertising consultant since 2001. Ms. Sarkis held various positions of responsibility for Time Inc. from 1985 to 2001 in sales and marketing, primarily for Time Inc.’s leading publications which include Time, People, Sports Illustrated, Fortune and Money. Ms. Sarkis served as Publisher of Fortune from 1996 to 2001 and, additionally, as President of Fortune from 1999 to 2001. She is currently Executive Vice President of CFS Restaurant Group, Inc., a position she has held since 2011.   Ms. Sarkis’ business experience in operations management and business development brings a unique skill set to the Board and to the Company in the critical areas of leadership and strategic planning, as well as marketing and human resources..   X   X     Anne Shih   70   2007   Ms. Shih is actively involved in many philanthropic endeavors, including her twenty years with the Bowers Museum in Santa Ana, California, where she currently serves as Chairwoman of the Board of Governors, a position she has held since 2010. Ms. Shih is an honorary president of the Chinese Cultural Arts Association, a position she has held since 2003 and was also Deputy Secretary of the Chinese Women’s League Los Angeles Chapter. In 2008, Ms. Shih was awarded a Certificate of Special Congressional Recognition from the U.S. Congress for her outstanding and invaluable service to the community. In 2010, Ms. Shih was made the first Official World Ambassador of Cultural Heritage for Shaanxi Province, China.   Ms. Shih’s strong business and personal relationships in Greater China are important to the Company and the Board as we expand our international footprint in Asia.   X       X Board Recommendation — FOR each of the Board’s Director Nominees     Detailed Information Proposal 2— Ratification of the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 20182023   page 34Page 49 For more detailed information on the appointment of RSM US LLP, please refer to the detailed information in “Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2018.2023.” ShareholderStockholder ratification of the appointment of RSM US LLP as our independent registered public accounting firm is not required by our Third Amended and Restated Bylaws (our “Bylaws”) or otherwise. However, theour Board is submitting the appointment of RSM US LLP to theour stockholders for ratificationsratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether or notthe decision to retain RSM US LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interestsinterest of the Company and our stockholders. Set forth below is summary information with respect to RSM US LLP’s fees for services provided to the Company in fiscal 20172022 and fiscal 2016.2021.             2022     2021   Audit Fees $ 1,290,694   $ 1,227,535   Audit Related Fees $ 100,300   $ 52,400   Tax Fees $ 6,100   $ 6,500   All Other Fees $ 0   $ 0   Board Recommendation — FORratification of the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023 13      2017      2016   Audit Fees    $ 736,500      $ 689,400   Audit Related Fees      —        —   Tax Fees    $ 9,500        —   All Other Fees      —        —   Board Recommendation — FOR ratificationTable of Contents Detailed Information Proposal 3— Approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan Page 51 We are asking stockholders to approve an amendment and restatement of the appointmentResources Connection, Inc. 2019 Employee Stock Purchase Plan, or the “ESPP,” which would increase the maximum number of RSM US LLPshares of our common stock authorized for issuance under the ESPP by an additional 1,500,000 shares. This amendment and restatement was adopted, subject to stockholder approval, by our Board on August 18, 2022. Currently, a total of 1,825,000 shares of our common stock are authorized for issuance under the ESPP. Of these shares, 1,335,53 shares have previously been purchased and 489,417 shares remain available for purchase in the current and future offering periods as of August 22, 2022. If stockholders approve the amendment and restatement of the ESPP, the maximum number of shares that may be issued under the ESPP will increase from 1,825,000 shares to 3,325,000 shares. Key Features of our current employee stock purchase program: Purchase price is 85% of the fair market value of the Company’s Independent Registered Public Accounting Firmcommon stock on either the first or last day of the offering period, whichever is less; Two six-month offering periods per calendar year with purchases on the last trading day in the offering period (generally ending each January 15 and July 15); The number of shares that would be authorized for Fiscal Year 2018 issuance under the ESPP if stockholders approve the amendment and restatement of the ESPP (1,989,417 shares, which is the 489,417 shares currently available for issuance under the ESPP plus the 1,500,000 new shares) would be less than 5.9% of our shares of common stock outstanding as of August 22, 2022; and Available to all U.S. employees and non-U.S. employees of designated subsidiaries with 90 days or more of continued employment. For more detailed information on the ESPP, please refer to the detailed information in “Proposal 3. Approval of the Amendment and Restatement of Resources Connection, Inc.’s 2019 Employee Stock Purchase Plan.” Board Recommendation — FORapproval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan 14 Table of Contents   Detailed Information Proposal 3 4— Advisory Vote on the Company’s Executive Compensation page 57Page 79 We are asking stockholders to approve, on an advisory basis, the Company’s executive compensation as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this Proxy Statement (including in the executive compensation tables and narratives accompanying those tables as well as the Compensation Discussion and Analysis). TheOur Board of Directors recommends aFOR vote because it believes that the Company’s executive compensation programs use appropriate structures and sound pay practices that are effective in achieving the Company’s core objectives of providing competitive pay, pay for performance and alignment of management’s interests with the interests of long-term stockholders. In addition to reviewing the information in “Proposal 3.4. Advisory Vote on the Company’s Executive Compensation” and the executive compensation tables and corresponding narratives in this Proxy Statement, stockholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement for a more detailed discussion of how our compensation programs reflect our core objectives. Further, theour Board believes our executive compensation programs are reasonable in relation to comparable public and private companies in our industry. Pay for Performance Orientation PAY FOR PERFORMANCE ORIENTATION • “At Risk” Compensation/Pay for Performance. A significant portion of each named executive officer’s (“NEO’s”) compensation is “at risk” and tied to the Company’s attainment of our annual and long-term financial and business objectives, including retaining our team-oriented culture. For fiscal 2022, approximately 79% of our Chief Executive Officer’s and Chief Operating Officer’s, and 65% of our Chief Financial Officer’s, target total direct compensation(3) was not guaranteed but rather was tied to metrics related to Company performance and/or stock price, and therefore meaningfully “at risk”. Furthermore, approximately half of our NEOs’ target total direct compensation is tied to the Company’s financial performance. • Base Salaries..    As discussed below, The Company increased the fiscal 2017base salary of our Chief Financial Officer to better align her base salary with the average base salary of the CFOs in the Company’s peer group. No other change was made to the base salaries for our named executive officers (“NEOs”) identified in the Summary Compensation Table – Fiscal Years 2015-2017 included herein were adjusted in connection with the changes in the positions of our NEOs. other NEOs during fiscal 2022. • Annual Incentives..    Our All of our NEOs participated in our Executive Incentive Plan (“EIP”) during fiscal 2022. The EIP reflects a pay for performance culture. The EIP for fiscal 2017 includes quantitativeIncentives are earned based on Company performance, measured by the Company’s Revenue and Adjusted EBITDA Percentage(1)(4), and individual qualitative measures. No incentive compensation is earned under the EIP unlessperformance criteria. If the Company achieves a threshold level of financial performance. For fiscal year 2017,does not achieve the threshold level of financial performance under the EIP, was the achievementamount payable under the qualitative performance criteria is capped at 50% of 6.5% Adjusted EBITDAthe target annual incentive. The maximum amount that may be earned under the EIP is 300% of the target annual incentive. For fiscal 2022, the Compensation Committee set challenging performance whichgoals that exceeded the Company achieved. In fiscal year 2017, the Company achieved 92.6% and 67.8% of our revenueRevenue and Adjusted EBITDA Margin goals, respectively, under the EIP. No bonus was payablePercentage achieved under the EIP for fiscal year 2017 based on2021. Given the Company’s strong performance againstfor fiscal 2022, the Company exceeded the “maximum” financial performance goals for both Revenue and Adjusted EBITDA Margin goal. Based onPercentage performance, againstand as a result the revenue goal andquantitative multiplier under the Compensation Committee’s assessmentEIP was equal to the maximum of their overall performance, especially in light200% of the significant changes to the executive team and changes to the focustarget annual incentive. The Compensation Committee also determined that each of our businessNEOs achieved each of their individual CRAVE goals for fiscal 2022 and displayed outstanding leadership through continued Pandemic recovery and a tightening labor market, resulting in the achievement of 140% of their EIP qualitative goals designated for fiscal 2017, which made it an unusually difficult year to measure,2022. Accordingly, the Compensation Committee awarded the EIP participantsour NEOs annual cash incentives under the EIP for fiscal 20172022 as follows: Ms. Duchene, our President and Chief Executive Officer, was awarded a total annual incentive of $438,685,$2,100,000, representing 33%93.3% of her maximum award opportunity or 75%280% of her target annual incentive opportunity; (3) Target total direct compensation means the NEO’s base salary, target annual cash incentive and grant date fair value (based on the value approved by the Compensation Committee and used to determine the target number of shares subject to the award) of annual long-term incentive awards granted to the NEO in fiscal 2022. (4) Adjusted EBITDA Percentage for purposes of the EIP is total revenue minus the cost of services sold and Selling, General and Administration expense adjusted for stock compensation, changes in contingent consideration, Board approved restructuring and any additional items deemed appropriate by the Audit Committee, divided by revenue. 15 Table of Contents Ms. Ryu, our Executive Vice President and Mr. Mueller Chief Financial Officer, was awarded a total annual incentive of $251,904,$980,000, representing 45%93.3% of her maximum award opportunity or 280% of her target annual incentive opportunity; and Mr. Brackney, our President and Chief Operating Officer, was awarded a total annual incentive of $1,680,000, representing 93.3% of his maximum award opportunity or 90%280% of his target annual incentive opportunity. Messrs. Cherbak and Franke were not eligible to receive a bonus under the EIP for fiscal 2017 because they both retired during fiscal 2017. Mr. Bower did not participate in the EIP for fiscal 2017 because the EIP for fiscal 2017 was approved prior to his appointment as Chief Accounting Officer. Mr. Bower was awarded a discretionary bonus of $175,000 for fiscal 2017. • Performance-Based Long-Term Incentives..    In 50% of the NEOs’ annual equity incentive awards granted in fiscal 2017, the Compensation Committee approved equity incentives,2022 were granted in the form of performance-based restricted stock options, to Ms. Duchene, and Messrs. Mueller, Bower and Cherbak under our 2014 Performance Incentive Planunits (“2014 Plan”PSUs”). TheseThe PSUs will be eligible to vest at the end of a three-year performance period based on the Company’s Revenue and Adjusted EBITDA Percentage achieved over the performance period. The total number of shares that may be earned for these PSUs will range from zero to 150% of the target number of shares based on performance over the performance period. The remaining 50% of the NEOs’ annual equity incentive awards were granted in the form of time-based restricted stock units (“RSUs”) that vest over a four-year period. Stock options have value only ifPSUs and RSUs align the interests of our stock price increases after the date the option is granted, thereby further aligning the interest of participating NEOs with those of our stockholders. Mr. Franke did not receive equitystockholders and create a retention incentive over the vesting period. These awards from the Companywere made pursuant to our 2020 Performance Incentive Plan (“2020 Plan”). No other long-term incentive awards were granted to our NEOs in fiscal 2017 as he had retired prior to the date the Compensation Committee approved the equity awards for fiscal 2017. Mr. Mueller also received an award of restricted stock units under our 2014 Plan in connection with his appointment as Chief Financial Officer. 2022. The Company’s current policy is to provide stockholders with an opportunity to approve, on an advisory basis, the compensation of our NEOs each year at the annual meeting of stockholders. We have included in this Proxy Statement a proposal to approve the frequency of future advisory votes on the Company’s executive compensation and our Board of Directors recommends that we continue with the current policy of holding such a vote every year. Accordingly, itIt is expected that the next such vote will occur at the 20182023 annual meeting of stockholders. Board Recommendation — FOR approval of the Company’s Executive Compensation Detailed Information Proposal 4Board Recommendation — Advisory Vote on the FrequencyFORapproval of Future Advisory Votes on the Company’s Executive Compensation page 59 As set forth in Proposal 4, our stockholders are being provided the opportunity to cast an advisory vote on the frequency16 Table of future advisory votes on the compensation of our named executive officers. The Board recommends that our stockholders vote for an advisory vote on the Company’s executive compensation annually. While we believe a vote every year is the best choice for us, you are not voting to approve or disapprove the Board’s recommendation, but rather to make your own choice to have future advisory votes on executive compensation every year, every two years or every three years. You may also abstain from voting. Our Board values the opinions that our stockholders express in their votes and will take into account the outcome of the vote when determining the frequency of future advisory votes on the Company’s executive compensation. Board Recommendation — 1 YEAR for the frequency of future advisory votes on the Company’s executive compensation Contents  QUESTIONS AND ANSWERS What amWHY DID I voting on?RECEIVE ONLY A NOTICE OF INTERNET AVAILABILITY? As permitted by SEC rules, we are furnishing proxy materials for the Annual Meeting primarily over the Internet. On or about September 6, 2022, we mailed to each of our stockholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy of the proxy materials) a Notice of Internet Availability containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one. We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing paper copies. WHAT AM I VOTING ON? At the Annual Meeting, our stockholders will be voting on the following proposals: 1. the election of three director nominees (Robert F. Kistinger, Jolene Sarkis and Anne Shih) to our Board of Directors, each for a three-year term expiring at the annual meeting in 2020 and until his or her respective successor is duly elected and qualified; 2. the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2018; 3. the approval, on an advisory basis, of the Company’s executive compensation; and 4. the approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation. 1. the election of three director nominees (Anthony Cherbak, Neil Dimick, and Kate Duchene) to our Board, each for a three-year term expiring at the annual meeting in 2025 and until his or her respective successor is duly elected and qualified; 2. the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2023; 3. the approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan; and 4. the approval, on an advisory basis, of the Company’s executive compensation. Our stockholders will also consider any other business properly raised at the Annual Meeting or any postponement or adjournment thereof. How does the Board of Directors recommendHOW DOES THE BOARD RECOMMEND I vote on each of the proposals?VOTE ON EACH OF THE PROPOSALS? Our Board of Directors recommends you voteFORelection to our Board of Directors of each of the three nominees for director named in Proposal 1 of this Proxy Statement;FORthe ratification of the appointment of RSM US LLP as our independent registered public accounting firm for fiscal 2018,2023, as outlined in Proposal 2 of this Proxy Statement; FOR the approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan, as outlined in Proposal 3 of this Proxy Statement; and FORthe approval, on an advisory basis, of the Company’s executive compensation, as outlined in Proposal 3 of this Proxy Statement; and1 YEAR with respect to the approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation, as outlined in Proposal 4 of this Proxy Statement. Who can attend the Annual Meeting?WHO CAN ATTEND THE ANNUAL MEETING? All stockholders of the Company as of the close of business on August 24, 2017,22, 2022, the record date, can attend the Annual Meeting. If your shares are held through a broker, bank or nominee (that is, in “street name”), you are considered the beneficial holder of such shares, and if you would like to attend the Annual Meeting, you must either (1) write Alice J. Washington,to Lauren Elkerson, our General Counsel,Corporate Secretary, at 17101 Armstrong Avenue, Irvine, CA 92614; or (2) bring to the meeting a copy of your brokerage account statement or a “legal proxy” (which you can obtain from the broker, bank or nominee that holds your shares). Please note, however, that beneficial owners whose shares are held in “street name” by a broker, bank or nominee may vote their shares at the Annual Meeting only as described below under “Who is entitled to vote at the meeting?” Who is entitled to vote at the meeting?WHO IS ENTITLED TO VOTE AT THE MEETING? Stockholders of record, as of the close of business on August 24, 2017,22, 2022, the record date, are entitled to vote at the Annual Meeting. If you are the beneficial owner of shares held in “street name” through a broker, bank or nominee and held such shares as of the close of business on the record date, the proxy materials are being forwarded to you by your broker, bank or nominee together with a voting instruction form. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or nominee that holds your shares, giving you the right to vote the shares in person at the meeting. Even if you plan to attend the Annual 17 Table of Contents Meeting, we recommend you submit your proxy or voting instructions in advance of the Annual Meeting so your vote will be counted if you later decide not to attend the Annual Meeting. HOW DO I VOTE AND WHAT IS THE DEADLINE? How do I vote?Voting via the Internet, Telephone or Mail. You may submit your proxy or voting instructions via the Internet, by telephone or by mail, depending on the manner in which you receive your proxy materials. If you received a Notice of Internet Availability by mail, you can vote on matters that properly come before the meeting in one of two ways: (1) by submittingsubmit a proxy or voting instructions via the Internet at www.proxyvote.com by following the instructions provided in the Notice of Internet Availability. If you received a printed set of the proxy materials by mail, you may submit a proxy or voting instructions via the Internet at www.proxyvote.com, by telephone (by calling 1-800-690-6903) or by mail by following the instructions on the proxy card or (2)voting instruction form. If you are a stockholder of record voting by votingtelephone or the Internet, your proxy must be received by 8:59 p.m. Pacific Time (11:59 p.m. Eastern Time) on October 19, 2022, in person at the meeting. Iforder for your shares are registered in the name of a broker, bank or other nominee, you will receive a voting instruction form from your broker, bank or other nominee that can be used to instruct how your shares will be voted at the Annual Meeting. You may also be eligible to submit voting instructions electronically over the Internet or by telephone. A large numberHowever, if you are a stockholder of banks and brokerage firms are participating in the Broadridge Financial Solutions, Inc. (“Broadridge”) online program. If your bank or brokerage firm is participating in Broadridge’s program, your voting instruction form will provide instructions for such alternative methods of voting. If you submit your voting instructions via the Internet or by telephone, you do not have to return your voting instruction form by mail. If yourrecord submitting a proxy card or voting instruction form does not reference Internet or telephone information, please completeby mail, you may instead mark, sign and returndate the paper proxy card or voting instruction form. Sign and date each proxy card or voting instruction form you receivereceived and return it in the postage-paid envelope.accompanying prepaid and addressed envelope so that it is received by us before the Annual Meeting. If you hold your shares in street name, please provide your voting instructions to the broker, bank or other nominee who holds your shares by the deadline specified by such broker, bank or nominee. If you return your signed proxy card or voting instruction form but do not mark the boxes showing how you wish to vote, your shares will be votedFORelection to our Board of Directors of each of the three nominees for director named in Proposal 1 of this Proxy Statement;FORthe ratification of the appointment of RSM US LLP as our independent registered public accounting firm for fiscal 2018,2023, as outlined in Proposal 2 of this Proxy Statement;FOR the approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan, as outlined in Proposal 3 of this Proxy Statement; and FORthe approval, on an advisory basis, of the Company’s executive compensation, as outlined in Proposal 3 of this Proxy Statement; and1 YEARwith respect to the approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation, as outlined in Proposal 4 of this Proxy Statement. See “What happens if my shares are held by a broker?” below for information on how your shares will be voted if you are a beneficial owner and do not submit voting instructions to the broker, bank or other nominee who holds your shares. Voting at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend. If you later attend and vote at the Annual Meeting, your previously submitted proxy or voting instructions will not be used. CAN I REVOKE MY PROXY OR CHANGE MY VOTE? You have the right to revoke your proxy or voting instruction form at any time before your shares are voted at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy by: notifyingdelivering a written revocation to our corporateCorporate Secretary (Michelle Gouvion) in writing; (Lauren Elkerson at 17101 Armstrong Avenue, Irvine, CA 92614); signing and returningsubmitting a later-dated proxy card; submitting a new proxy electronically via the Internet, telephone or by telephone;mail, as described above under “Voting via the Internet, Telephone or Mail”; or voting in person at the Annual Meeting. If you are the beneficial owner of shares held in “street name” by a broker, bank or nominee, you may change your vote by submitting new voting instructions to your broker, bank or nominee, or, if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares at the Annual Meeting, by attending the Annual Meeting and voting in person. Please note that attendance at the Annual Meeting will not by itself constitute revocation of a proxy. What is the deadline for voting my shares? If you are a stockholder of record, please mark, sign, date and return the enclosed proxy card, which must be received before the polls close at the Annual Meeting in order for your shares to be voted at the meeting. If you are a beneficial stockholder, please follow the voting instructions provided by the bank, broker or other nominee who holds your shares. How will voting on any other business be conducted?HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED? Other than the proposals described in this Proxy Statement, we know of no other business to be considered at the Annual Meeting. However, if any other matters are properly presented at the meeting or any postponement or adjournment thereof, your proxy, if properly submitted, authorizes Kate W. Duchene, our President and Chief Executive Officer, or Herbert M. Mueller,Jennifer Y. Ryu, our Executive Vice President and Chief Financial Officer, to vote in their discretion on those matters. WhoWHO WILL COUNT THE VOTES? A representative of Broadridge will serve as the inspector of elections and will count the votes? American Stock Transfer and Trust Company will countvotes at the votes.Annual Meeting. 18 Who will bear the costTable of soliciting votes?Contents WHO WILL BEAR THE COST OF SOLICITING VOTES? The solicitation of proxies will be conducted electronically through the Internet and by mail, and the Company will bear all attendant costs. These costs include the expense of preparing and mailing proxy solicitation materials and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials to beneficial owners of the Company’s common stock. The Company may conduct further solicitation personally, telephonically or through the Internet or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. At this time, the Company does not anticipate engaging the services of a proxy solicitor. The Company may incur other expenses in connection with the solicitation of proxies. What does it mean ifWHAT DOES IT MEAN IF I receive more than one proxy card or voting instruction form?RECEIVE MORE THAN ONE PROXY CARD OR VOTING INSTRUCTION FORM? It probably means your shares are registered differently and are in more than one account. Please sign and return each proxy card or voting instruction form you receive or, if available, submit youra proxy or voting instructions electronically viafor each of your accounts in the Internet or by telephone by followingmanner provided above under “How do I vote and what is the instructions set forth on each proxy card or voting instruction form,deadline?” to ensure all your shares are voted. How many shares can vote?HOW MANY SHARES CAN VOTE? As of the close of business on the record date 29,899,426(August 22, 2022), 33,750,861 shares of our common stock, including unvested shares of restricted stock, were outstanding. Each share of our common stock outstanding and each unvested share of restricted stock with voting rights on the record date is entitled to one vote on each of the three director nominees and one vote on each other matter that may be presented for consideration and action by the stockholders at the Annual Meeting. What is the voting requirement for each of the above matters?WHAT IS THE VOTING REQUIREMENT FOR EACH OF THE ABOVE MATTERS? Proposal 1. Election of Directors.Directors. Once a quorum has been established, under our Third Amended and Restated Bylaws, (our “Bylaws”), each director nominee must receive the affirmative vote of a majority of the votes cast with respect to that director’s election in order to be elected to our Board of Directors (that is, the number of shares voted “FOR”“FOR” the director nominee must exceed the number of votes cast “AGAINST” that director nominee). Each stockholder will be entitled to vote the number of shares of common stock held as of the close of business on the record date by that stockholder for each director position to be filled.nominee. Stockholders will not be allowed to cumulate their votes in the election of directors. If any of the director nominees named in Proposal 1, each of whom is currently serving as a director, is not elected at the Annual Meeting by the requisite majority of votes cast, under Delaware law, the director would continue to serve on the Board of Directors as a “holdover director.” However, under our Bylaws, any incumbent director who fails to receive a majority of the votes cast must tender his or her resignation to the Secretary of the Company promptly following certification of the election results. In such circumstances, the Board, of Directors, taking into account the recommendation of the Corporate Governance and Nominating Committee of the Board, of Directors, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results. Other Proposals.Proposals. Once a quorum has been established, under our Bylaws, approval of Proposals 2, 3, and 4 each requires the affirmative vote of stockholders holding a majority in voting power of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Notwithstanding the above,foregoing, please be advised that each of Proposals 2 3 and 4 is advisory only and not binding on the Company or our Board of Directors.Board. Our Board of Directors will consider the outcome of the vote on each of these items in considering what actions, if any, should be taken in response to the advisory votes by stockholders. In addition, with respect to Proposal 4, if no frequency option receives the affirmative vote of a majority of the shares present in person or by proxy at the meeting and entitled to vote on the matter, our Board of Directors will consider the option receiving the highest number of votes cast as the preferred frequency option of our stockholders. What constitutes a quorum?WHAT CONSTITUTES A QUORUM? In order to transact business at the Annual Meeting, a quorum must be present. Under Delaware law and our Bylaws, a quorum is present if a majority in voting power of the outstanding shares of our common stock outstandingentitled to vote at the meeting on the record date are present, in person or by proxy, and entitled to vote at the Annual Meeting. Because there were 29,899,42633,750,861 shares of common stock outstanding as of the close of business on the record date, holders of at least 14,949,71316,875,431 shares of our common stock will need to be present in person or by proxy at the Annual Meeting for a quorum to exist to transact business at the Annual Meeting. What happens if my shares are held by a broker?WHAT HAPPENS IF MY SHARES ARE HELD BY A BROKER? If you are the beneficial owner of shares held in “street name” by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will nevertheless be entitled to vote the shares with respect to “routine” matters but will not be permitted to 19 Table of Contents vote the shares with respect to “non-routine” matters. The ratification of the appointment of the Company’s independent registered public accounting firm in Proposal 2 is considered a routine matter and may be voted upon by your broker if you do not give instructions. However, brokers do not have discretionary authority to vote your shares on your behalf for any of the other items to be submitted for a vote of stockholders at the Annual Meeting (the election of directors, the advisory vote onapproval of the Company’s executive compensationAmendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan or the advisory vote on the frequency of future advisory votes on the Company’s executive compensation). Accordingly, if you are a beneficial owner that has not submitted voting instructions to your broker and your broker exercises its discretion to vote your shares on Proposal 2, your shares will be treated as broker non-votes with respect to Proposals 1, 3 and 4 (the election of directors, the approval of the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan, and the advisory vote on the Company’s executive compensation, and the advisory vote on the frequency of future advisory votes on the Company’s executive compensation)respectively). There will not be any broker non-votes on Proposal 2 (ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2018)2023). How will “broker non-votes” and abstentions be treated?HOW WILL “BROKER NON-VOTES” AND ABSTENTIONS BE TREATED? Broker non-votes with respect to Proposals 1, 3 and 4 (the election of directors, the advisory vote onapproval of the Company’s executive compensationAmendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan, and the advisory vote on the frequency of future advisory votes on the Company’s executive compensation) are counted for the purposes of calculating a quorum. However, when the broker notes on the proxy card that it lacks discretionary authority with respect to these matters and has not received voting instructions from the beneficial owner, those sharesnon-votes are not deemed to be a vote cast with respect to Proposal 1 or entitled to vote for the purpose of determining whether stockholders have approved the matterProposals 3 and 4 and, therefore, will not be counted in determining the outcome of the matter.such matters. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more director nominees in Proposal 1 will not be votedconsidered a vote cast with respect to the director or director nominees indicated and, therefore, will not be counted in determining the outcome of the director nominee’s election to the Board of Directors.Board. For the remaining Proposals, a properly executed proxy marked “ABSTAIN” with respect to the proposal has the same effect as a vote “AGAINST” the matter or, in the case of Proposal 4, a vote not in favor of any of the proposed frequency options.matter. In all cases, a properly executed proxy marked “ABSTAIN” will be counted for purposes of determining whether a quorum is present. When must notice of business to be brought before an annual meeting be given and when are stockholder proposals and director nominations due for the 2018 annual meeting?WHEN MUST NOTICE OF BUSINESS TO BE BROUGHT BEFORE AN ANNUAL MEETING BE GIVEN AND WHEN ARE STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS DUE FOR THE 2023 ANNUAL MEETING? Advance Notice Procedures.Procedures. Under our Bylaws, business, including director nominations, may be brought before an annual meeting if it is specified in the notice of the meeting or is otherwise brought before the meeting by or at the discretion of our Board of Directorsor any committee thereof or by a stockholder entitled to vote who has delivered notice to our corporate secretaryCorporate Secretary (containing certain information specified in our Bylaws) not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (for next year’s annual meeting, no earlier than the close of business on June 21, 2018,22, 2023, and no later than the close of business on July 21, 2018)22, 2023). In the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder must be delivered to our Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. These requirements are separate from and in addition to the requirements of the SEC that a stockholder must meet in order to have a stockholder proposal included in next year’s proxy statement. Further, if you intend to solicit proxies in support of director nominees other than the Board’s nominees at the 2023 annual meeting of stockholders, you must provide written notice setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been provided in a preliminary or definitive proxy statement previously filed by the stockholder. Such written notice must be provided in accordance with Rule 14a-19 no later than August 21, 2023. If we change the date of the 2023 annual meeting of stockholders to a date that is more than 30 days from the anniversary date of the Annual Meeting, your written notice must be received by the later of 60 days prior to the date of the 2023 annual meeting of stockholders or the 10th calendar day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described below. Stockholder Proposals for the 20182023 Annual Meeting.Meeting. Written notice of stockholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the 20182023 annual meeting of stockholders must be received no later than May 18, 2018.9, 2023. In addition, all proposals will need to comply with Rule 14a-8 under the Securities Exchange Act, of 1934 (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. 20 Table of Contents HOW DO I OBTAIN A COPY OF THE ANNUAL REPORT FOR RESOURCES CONNECTION, INC.’S YEAR ENDED MAY 28, 2022? How do I obtain a copy of the Annual Report on Form 10-K that Resources Connection filed with the SEC? A copy of the Company’s most recent Annual Report for the year ended May 28, 2022 has been included with this Proxy Statement. If you desire another copy of our Annual Report or would like a copy of our Annual Report on Form 10-K filed with the 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 athttp:https://ir.rgp.comir.rgp.com/financials-filings/annual-reports-and-proxies. How mayHOW MAY I obtain a separate set of proxy materials?OBTAIN A SEPARATE SET OF PROXY MATERIALS? If you share an address with another stockholder and did not receive a Notice of Internet Availability or otherwise receive your proxy materials electronically, 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 for this year or future years, 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. IfIn addition, 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. 21 Table of Contents PROPOSAL 1. ELECTION OF DIRECTORS Our Board of Directorscurrently consists of nineten 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 year’s Annual Meeting, we will be electing three directors, each to serve a term of three years expiring at our 20202025 Annual Meeting and until his or her successor is duly elected and qualified. Each of the nominees, Robert F. Kistinger, Jolene SarkisAnthony Cherbak, Neil Dimick, and Anne Shih,Kate Duchene, is presently a member of our Board, of Directors, having served on the Company’s Board since 2006, 20022009, 2003 and 2007,2018, respectively. TheMessrs. Cherbak and Dimick and Ms. Duchene were each previously elected to our Board by our stockholders at our 2019 annual meeting of Directors,stockholders. In addition, notwithstanding the Company’s retirement age policy, the Board affirmatively requested that Mr. Dimick continue his service to the Board for an additional three-year term given his outstanding contributions, deep knowledge of the professional services industry and executive experience. Mr. Dimick has served as Chairman of the Audit Committee since 2004, and his continued services contributes to the stability of the Board and provides important oversight of the Company’s audit and financial reporting processes. Additionally, he possesses a unique blend of leadership, institutional knowledge and experience that our Board requires to lead the Company through key enterprise initiatives and will serve as an important mentor to newer board members as we continue our board refreshment efforts. Our Board, acting upon the recommendation of the Corporate Governance and Nominating Committee, recommends thethat stockholders vote in favor of the election of each of the nominees, named in this Proxy Statement to serve as members of our Board of Directors. (See “Director Nominees” below).Messrs. Cherbak and Dimick and Ms. Duchene. 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— Corporate Governance and Nominating Committee.” In considering these factors, the Corporate Governance and Nominating Committee and the Board consider the gender, ethnic and racial diversity of each nominee along with the fit of each individual’s qualifications, skills and skillsattributes with those of the Company’s other directors in order to build a Board of Directors that, as a whole, contains diverse perspectives and experience and is effective, collegial and responsive to the Company and its stockholders. The six There are no family relationships among our directors whose terms do not expire in 2017 are expectedor executive officers nor any arrangements or understandings between any director and any other person pursuant to continue to serve after the Annual Meeting until such timewhich a director was selected as their respective terms of office expire and their respective successors are duly elected and qualified. (See “Continuing Directors” below.)a director or nominee. If at the time of the Annual Meeting any of the nominees should beis unable or unwilling for good cause to serve if elected, the persons named as proxyproxies 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. Following is biographical information about each nominee and each director.other director who will continue as a director after the Annual Meeting. This description includes the principal occupation of and directorships held by each director for at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to theour Board’s conclusion that each nominee and director should serve as a member of the Company’s BoardBoard. 22 Table of Directors.Contents Director Nominees The individuals standing for election are: Anthony C. Cherbak Age 68 Director since August 2009 In 2016, Mr. Cherbak retired as the Chief Executive Officer of the Company, but he has continued to serve as a member of our Board, a position he has held since 2009. Mr. Cherbak served as the Company’s Chief Executive Officer and President from 2013 to 2016 and was the Company’s President and Chief Operating Officer from 2009 to 2013. He previously held the positions of Executive Vice President of Operations from July 2005 to August 2009. He joined the Company in July 2005 from Deloitte & Touche LLP, a professional services firm, where he spent the majority of his career as an audit partner in the Orange County, California office. While with Deloitte & Touche LLP, Mr. Cherbak led the firm’s consumer business practice for its Pacific Southwest region and most recently served as the Partner in Charge of the Orange County audit practice. Key experience, qualifications, attributes and skills: Mr. Cherbak brings to the Company and the Board over 40 years of professional services, operations and financial management experience. Additionally, having formerly served as the Company’s Chief Executive Officer, Mr. Cherbak brings to our Board insight into the operations of the Company. Neil F. Dimick Age 73 Director since November 2003 Prior to joining our Board, Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, a pharmaceutical services provider, from August 2001 to May 2002. He served as Senior Executive Vice President and Chief Financial Officer of Bergen Brunswig Corporation, as well as a director and a member of the Bergen board’s Finance, Investment and Retirement Committees, for more than five years prior to its merger with AmeriSource Health in 2001. Mr. Dimick began his professional career as a corporate auditor with Deloitte & Touche LLP, a professional services firm. He was a partner with the firm for eight years and served for two years as the National Director of the firm’s Real Estate Industry Division. Mr. Dimick currently serves on the board of directors of Viatris, Inc., where he serves as Chairperson of the Audit Committee and member of the Compensation, Executive, and Finance Committees. Mr. Dimick formerly served on the board of Thoratec Corporation, where he was Chairman of the Board and a member of the Audit and Corporate Governance and Nominating Committees; WebMD Health Corp., where he served as a member of the Executive and Audit Committees and as Chairman of the Nominating and Governance Committee; and Alliance HealthCare Services, Inc., where he served as Chairperson of the Audit Committee and member of the Strategic Planning and Finance and Nominating and Corporate Governance Committees. Key experience, qualifications, attributes and skills: Mr. Dimick brings to our Board, and the Audit Committee that he chairs, more than 25 years of public accounting experience, including eight years as a partner at Deloitte & Touche LLP, experience as a Chief Financial Officer for a large-cap publicly traded international company and continued involvement with public company boards and board committees, all of which provide our Board with in-depth knowledge of the many critical financial and risk-related issues facing public companies today. 23 Table of Contents Kate W. Duchene Age 59 Director since January 2018 Ms. Duchene is our President and Chief Executive Officer, a position to which she was promoted in December 2016. Between 1999 and 2016, Ms. Duchene was our Chief Legal Officer, Secretary and Executive Vice President of Human Resources. From 2012 to 2016, Ms. Duchene also assumed leadership of RGP Legal, our legal and regulatory consulting practice. From September 2020 to February 2021, Ms. Duchene served on the board of directors of Collectors Universe Inc. until the company was taken private. Prior to joining the Company, Ms. Duchene practiced law with O’Melveny & Myers LLP, an international law firm, in Los Angeles, California, specializing in labor and employment matters. Ms. Duchene was with O’Melveny & Myers LLP from October 1990 through December 1999, most recently as a Special Counsel. Key experience, qualifications, attributes and skills: As our President and Chief Executive Officer, Ms. Duchene brings to our Board valuable leadership experience and a deep and thorough understanding of our operations, the day-to-day management of our business and our industry as a whole. Our Board unanimously recommends that stockholders vote FORProposal 1 to elect to the Board each of the three director nominees set forth above. 24 Table of Contents Continuing Directors: The following persons are the members of our Board whose terms of office do not expire until after the Annual Meeting and who will continue to serve on the Board after the Annual Meeting: Robert F. Kistinger Age 64 69 Director since August 2006 Mr. Kistinger’s term of office as a director expires at the Annual Meeting in 2023 Mr. Kistinger was the Chief Operating Officer of Bonita Banana Company from 2009 to 2014 and now continues to serve as an Executive Advisor to the company. He was formerly President and Chief Operating Officer of the Fresh Group of Chiquita Brands International, Inc. (“Chiquita”). Mr. Kistinger was employed at Chiquita for more than 27 years and held numerous senior management positions in accounting, financial analysis and strategic planning roles. Prior to joining Chiquita, Mr. Kistinger was with the accounting firm of Arthur Young & Company for six years and is a certified public accountant and a member of the American Institute of Certified Public AccountantsAccountants.   Key experience, qualifications, attributes and skills:   Mr. Kistinger has held leadership positions in large multinational companies with operations in Latin America, developing critical financial and international operations expertise. Mr. Kistinger’s knowledge, insight and experience are invaluable to the Company and to the Board as we continue to provide services and solutions to our clients around the world. Jolene SarkisMarco von Maltzan Age 67 Director since April 2002 July 2018 Mr. von Maltzan’s term of office as a director expires at the Annual Meeting in 2023 Ms. SarkisMr. von Maltzan, in addition to having served as the Chairman of the Supervisory Board of taskforce — Management on Demand AG, served as the Chairman of the Supervisory Board of industrial holding company Greiffenberger AG from 2016 through June 2021, and, since 2015, has been the Deputy Chairman of the Shareholder Committee and member of the Audit Committee of food conglomerate Pfeifer & Langen Industrie- und Handels-KG. Since 2018, he has served on the Advisory Board of automotive supplier IFA Holding GmbH. In addition, since 2022 he has served as a private marketingChairman of the Advisory Board of UKM Holding GMBH and advertising consultant since 2001. Ms. Sarkisof Walter Klein GmbH & Co. KG, and he became Chairman of the Supervisory Board of WKW Automotive AG, all automotive suppliers. Mr. von Maltzan started his professional career in 1983 with top management consulting firm Roland Berger. In 1987, he joined BMW Group where he held various senior management positions, acting lastly as Chief Executive Officer of responsibility for Time Inc. from 1985 to 2001 in sales and marketing, primarily for Time Inc.’s leading publications which include Time, People, Sports Illustrated, Fortune and Money. Ms. Sarkis served as Publisher of Fortune from 1996 to 2001 and, additionally, as President of FortuneBMW Motorrad, BMW’s motorcycle division from 1999 to 2001. She2002. From 2003 to 2007, Mr. von Maltzan served as Chief Executive Officer of automotive supplier BERU AG which was sold to Michigan-based BorgWarner, Inc. From 2008 to 2011, Mr. von Maltzan acted as Chief Executive Officer of Profine Group, a leading manufacturer of windows construction systems. Mr. von Maltzan has also held various board of director and Interim CEO assignments in the past. Mr. von Maltzan is currently Executive Vice President of CFS Restaurant Group, Inc., a position she has held since 2011.certified engineer who holds a Master’s degree in Mechanical Engineering from RWTH Aachen University as well as a Master’s degree in Business Administration from INSEAD, Fontainebleau.   Key experience, qualifications, attributes and skills:   Ms. Sarkis’ business experience in operations management and business development brings a unique skill set to the Board and to the Company in the critical areas of leadership and strategic planning, as well as marketing and human resources. Anne Shih Age 70 Director since October 2007 Ms. Shih is actively involved in many philanthropic endeavors, including her 25 years with the Bowers Museum in Santa Ana, California, where she currently serves as Chairwoman of the Board of Governors, a position she has held since 2010. Ms. Shih is an honorary president of the Chinese Cultural Arts Association, a position she has held since 2003 and was also Deputy Secretary of the Chinese Women’s League Los Angeles Chapter. In 2008, Ms. Shih was awarded a Certificate of Special Congressional Recognition from the U.S. Congress for her outstanding and invaluable service to the community. In 2010, Ms. Shih was made the first Official World Ambassador of Cultural Heritage for Shaanxi Province, China. Key experience, qualifications, attributes and skills: Ms. Shih’s strong business and personal relationships in Greater China are important to the Company and the Board as we continue to expand our international operations in Asia. The Board of Directors unanimously recommends that stockholders vote FOR each of the nominees set forth above. Continuing Directors: The following persons are the members of our Board of Directors whose terms of office do not expire until after the Annual Meeting and who are therefore not standing for re-election at the Annual Meeting: Anthony Cherbak Age 63 Director since August 2009 Mr. Cherbak’s term of office as one of our directors expires at the Annual Meeting in 2019. In October 2016, Mr. Cherbak retired from the Company as Chief Executive Officer but has continued to serve as a member of the Board of Directors, a position he has held since 2009. Mr. Cherbak served as the Company’s Chief Executive Officer and President from 2013 to 2016 and was the Company’s President and Chief Operating Officer from 2009 to 2013. He previously held the positions of Executive Vice President of Operations from July 2005 to August 2009 and President of International Operations from November 2008 to August 2009. He joined the Company in July 2005 from Deloitte & Touche LLP, a professional services firm, where he spent the majority of his career as an audit partner in the Orange County, California office. While with Deloitte & Touche LLP, Mr. Cherbak led the firm’s consumer business practice for its Pacific Southwest region and most recently served as the Partner in Charge of the Orange County audit practice. Key experience, qualifications, attributes and skills:   Mr. Cherbakvon Maltzan brings to theour Board over 3540 years of professional services, operationsinternational and financial managementindustry-specific operational experience. This experience uniquely qualifies him to advise the Company in its international growth strategy and containment of costs. Mr. Cherbak’s former service as an Executive Officer of the Company allows him to bring to the Board insight into the operations of the Company, its challenges and opportunities for growth. strategy. 25 Table of Contents Susan J. CrawfordDonald B. Murray Age 70 75 Director since May 2009 Ms. Crawford’sApril 1999 Mr. Murray’s term of office as one of our directorsa director expires at the Annual Meeting in 2018. 2024 Ms. Crawford currently serves as a Senior Judge on the United States Court of Appeals for the Armed Forces, a position she has held since September 2006. A veteran lawyer of more than 30 years, Ms. Crawford served as a member of the court of appeals bench from 1991 to 2006 and also served as General Counsel of the Army, special counsel to the Secretary of Defense, and Inspector General of the Department of Defense. In February 2007, Ms. Crawford was appointed by the Secretary of Defense to serve a three-year term as the convening authority in charge of the Office of Military Commissions, during which time she oversaw the military process and procedures at Guantanamo Bay. After serving as the Chairperson of the Board of Trustees of Bucknell University from 2003 to 2009, Ms. Crawford currently serves on the Finance and Academic Affairs and Campus Life Committees, having served in prior years on the Trusteeship, Human Resources and Compensation Committees. Ms. Crawford is also a member of the New England Law School Board of Trustees. Key experience, qualifications, attributes and skills: Ms. Crawford’s credentials and years of legal experience in private practice and the public sector make her a trusted advisor as the Company continues to expand our legal services practice. In addition, her ongoing board service at Bucknell University brings valuable experience related to matters of ethics and corporate governance. Neil F. Dimick Age 68 Director since November 2003 Mr. Dimick’s term of office as one of our directors expires at the Annual Meeting in 2019. Prior to joining the Board, Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, a pharmaceutical services provider, from August 2001 to May 2002. He served as Senior Executive Vice President and Chief Financial Officer of Bergen Brunswig Corporation, as well as a director and a member of the Bergen Board’s Finance, Investment and Retirement Committees, for more than five years prior to its merger with AmeriSource Health in 2001. Mr. Dimick began his professional career as a corporate auditor with Deloitte & Touche LLP, a professional services firm. He was a partner with the firm for eight years and served for two years as the National Director of the firm’s Real Estate Industry Division. Mr. Dimick currently serves on the Board of Directors of WebMD Health Corp., where he serves as a member of the Executive and Audit Committees and as Chairman of the Nominating and Governance Committees; Mylan, Inc., where he serves as Chairperson of the Audit and member of the Executive, Finance and Compensation Committees; and Alliance HealthCare Services, Inc., where he serves as Chairperson of the Audit Committee and member of the Strategic Planning and Finance and Nominating and Corporate Governance Committees. Mr. Dimick formerly served on the board of Thoratec Corporation, where he was Chairman of the Board and a member of the Audit and Corporate Governance and Nominating Committees. Key experience, qualifications, attributes and skills: Mr. Dimick brings to the Board and the Audit Committee he chairs, 20 years of public accounting experience, including eight years as a partner at Deloitte & Touche LLP, experience as a Chief Financial Officer for a large-cap publicly traded international company and continued involvement with public company boards and board committees, all of which provide our Board with in-depth knowledge of the many critical financial and risk-related issues facing public companies today. Donald B. Murray Age 70 Director since April 1999 Mr. Murray’s term of office as one of our directors expires at the Annual Meeting in 2018. Mr. Murray founded Resources Connection, Inc. in June 1996 and served as our Managing Director from inception until April 1999. From April 1999 through May 2008, Mr. Murray served as our Chairman, President and Chief Executive Officer and President and as one of our Chairman of the Board.directors. On June 1, 2008, Mr. Murray resigned as President and Chief Executive Officer but remained as Executive Chairman of the Board of Directors.our Board. Mr. Murray reassumed the position of Chief Executive Officer on July 22, 2009. On August 31, 2015,Effective May 28, 2013, Mr. Murray retiredresigned from the position of Chief Executive Officer and continued to serve as an employee of the Company. At the request of the Board, Mr. Murray agreed to remain in service to the Company as a non-employee director andCompany’s Chairman of theour Board. Prior to founding Resources Connection,the Company, Mr. Murray was Partner in Charge of Accounting and Assurance Services for the Orange County, California office of Deloitte & Touche LLP, a professional services firm, from 1988 to 1996. From 1984 to 1987, Mr. Murray was the Partner in Charge of the Woodland Hills office of Touche Ross & Co., a predecessor firm to Deloitte & Touche LLP, an office he founded in 1984. Mr. Murray currently serves on the Boardboard of Directorsadvisors for two non-profit organizations, the University of Southern California’s Marshall School of Business, and the USC Center for Innovation.   Key experience, qualifications, attributes and skills:   In addition to his career credentials as a partner with Deloitte & Touche LLP, as the Company’s founder, heMr. Murray developed the Company’s business model and vision. Mr. Murray brings to theour Board an intimate, first-hand knowledge of the Company’s operations, culture and people. Lisa M. Pierozzi Age 61 Director since February 2021 Ms. Pierozzi’s term of office as a director expires at the Annual Meeting in 2024 Ms. Pierozzi formerly served as Executive Vice President, Finance & Administration and Chief Financial Officer of the Motion Picture Association (“MPA”) from 2006 to 2011. Prior to her role at MPA, Ms. Pierozzi was Senior Vice President, Business Planning and Development for Universal Studios’ global theme parks and resorts group from 2001 to 2005. Ms. Pierozzi joined PricewaterhouseCoopers LLP (formerly Price Waterhouse) in 1984 and was a partner from 1997 to 2001, where she had leadership roles in multiple industry transactions and operational reviews, including deal structuring and assessment, due diligence, financing, process improvement, systems and infrastructure overview. Ms. Pierozzi currently sits on the board of directors of the nonprofit Motion Picture & Television Fund (“MPTF”) and is a founding member of the Normandy Institute. Ms. Pierozzi’s experience includes serving as the chairwoman of the Audit Committee as well as a nonvoting member of the Finance and Investment Committees and various other special committees of the MPTF. Key experience, qualifications, attributes and skills: Ms. Pierozzi brings to our Board more than 35 years of experience as a financial professional and advisor in leadership roles for both public and private companies, with particular expertise in public company financial reporting, systems and controls. 26 Table of Contents A. Robert Pisano Age 74 79 Director since November 2002 Mr. Pisano’s term of office as one of our directorsa director expires at the Annual Meeting in 2018. 2024 Mr. Pisano has served as our Lead Independent Director since 2004. Mr. Pisano is a business consultant, an activity he began in September 2011, and served as a Strategic Advisor2011. Prior to IMAX Corporation, a leading entertainment technology company until December 2015.this, Mr. Pisano was the President and Chief Operating Officer of the Motion Picture Association of AmericaMPA from October 2005 until September 2011 and was the interim Chief Executive Officer from January 2010 until March 2011. He served as the National Executive Director and Chief Executive Officer of the Screen Actors Guild from September 2001 to April 2005. From August 1993 to August 2001, he was Executive Vice President, then Vice Chairman and Consultant to Metro-Goldwyn-Mayer, Inc. (“MGM”). Prior to joining MGM, Mr. Pisano was Executive Vice President of Paramount Pictures Corp. from May 1985 to June 1991, serving as General Counsel and a member of the Office of the Chairman. From 1969 to 1985, Mr. Pisano was an associate and then a partner with the law firm O’Melveny & Myers LLP. Mr. Pisano was formerly a director of StateNet, a legislative and regulatory reporting service, and was until June 30, 2016, Chairman of the Board for the Motion Picture and Television Fund. Effective July 31,service. From 2012 to February 2022, Mr. Pisano was elected to the Boardsserved as a director of FPA Paramount Fund and FPA Perennial Fund. He previously served on the Boards ofall the FPA Group of Funds, including Paramount, Perennial,Source Capital, Crescent and New Income CrescentFunds, the largest of the group of funds, and Capital, where he satalso served on their audit and corporate governance committees. Mr. Pisano is the audit committees from 2002 to 2008, and as a directorcurrent Chair of Netflix, Inc. until October 2005. He was since elected to the Boards of FPA Capital, New Income and International Funds, as well as Source Capital and Crescent Funds, all FPA funds. St. John’s Health Foundation in Jackson, WY. Key experience, qualifications, attributes and skills: Mr. Pisano’s 20 years of experience as a partner specializing in business litigation while at O’Melveny & Myers LLP, followed by his hands-on management of international business operations, marketing and business development while employed by the leaders in the entertainment industry provide a wealth of experience, especially in the areas of acquisitions and legislative and regulatory affairs, to theour Board and to the Company. Michael H. WargotzJolene Sarkis Age 59 72 Director since May 2009 Mr. Wargotz’sApril 2002 Ms. Sarkis’ term of office as one of our directorsa director expires at the Annual Meeting in 2018. 2023 Mr. Wargotz is currentlyMs. Sarkis has been a private marketing and advertising consultant since 2001. Ms. Sarkis held various positions of responsibility for Time Inc. from 1985 to 2001 in sales and marketing, primarily for Time Inc.’s leading publications which include Time, People, Sports Illustrated, Fortune and Money. Ms. Sarkis served as Publisher of Fortune from 1996 to 2001 and, additionally, as President of Fortune from 1999 to 2001. In 2019, she retired as Executive Vice President of the Chairman of Axcess Ventures, an affiliate of Axcess Worldwide, a partnership development company,CFS Restaurant Group, a position he hasshe held since July 2011. Previously, he served as the Chief Financial Officer of The Milestone Aviation Group, LLC from August 2010 through June 2011, Co-Chairman of Axcess Luxury and Lifestyle, from August 2009 through July 2010, and Chief Financial Advisor of NetJets, Inc., a leading provider of private aviation services from December 2006 through August 2009. From June 2004 until November 2006, he was a vice president of NetJets. Mr. Wargotz currently serves on the Board of Directors of Wyndham Worldwide Corporation as Chair of its Audit Committee and a member of its Executive Committee. Key experience, qualifications, attributes and skills: Ms. Sarkis’ executive business experience in operations management and business development brings a unique skill set to our Board and to the Company in the critical areas of leadership and strategic planning, as well as marketing and human resources. 27 Table of Contents David P. White Age 54 Director since July 2021 Mr. White’s term of office as a director expires at the Annual Meeting in 2023 Mr. White is currently a Venture Partner at Ulu Ventures, a venture capital firm that invests in early-stage companies. He previously served as the Chief Executive Officer and Chief Negotiator of the Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) from 2009 to June 2021. He also served as the board chair for the boards of the SAG-Producers Pension Plan and the SAG-AFTRA Health Plan from 2010 to 2018. Prior to rejoining SAG-AFTRA in 2009, where he previously served as General Counsel from 2002 to 2006, Mr. White was Co-Founder and Chief Executive Officer of Los Angeles-based Entertainment Strategies Group LLC from 2006 to 2009, providing consulting services to the entertainment industry. He was also previously a labor and employment attorney at O’Melveny & Myers LLP. Mr. White is a Rhodes Scholar and a graduate of Grinnell College, Stanford Law School and The Queen’s College, Oxford University. He currently serves as the Deputy Chair of the Federal Reserve Bank of San Francisco, where he serves on the Audit and Risk Management Committee and the Bank Governance Committee, as a board member of the MPTF, where he serves on the Audit Committee, and as a board member of the nonprofit Housing Development Corporation of the Entertainment Community Fund. From 2010 to 2021, Mr. White served as a board member of The Actors Fund, where he served on the Strategic Planning Committee, from 2017 to 2021, he served as a commissioner for the Entertainment Industry Commission on Eliminating Sexual Harassment and Advancing Equality in the Workplace, and from 1999 to 2018, he served as a trustee and chair of the board of trustees of Grinnell College. Key experience, qualifications, attributes and skills:   Mr. WargotzWhite brings to theour Board more than 30over 20 years of experience aslegal and executive leadership expertise, with extensive expertise in human capital and regulatory matters all of which makes him a financial professional andtrusted advisor in leadership roles for both public and private companies and is an experienced public company board member.to the Company. The Board28 Table of Directors unanimously recommends a vote FOR election to the Board of Directors of each of the three director nominees named in this Proxy Statement.Contents EXECUTIVE OFFICERS The following table sets forth information about our current executive officers. Each of our executive officers serves at the pleasure of the Boardour Board. There are no family relationships among our directors or executive officers nor any arrangements or understandings between any of Directors: our executive officers and any other person pursuant to which an officer was selected. NameKate W. Duchene (59) President, Chief Executive Officer and Director Ms. Duchene has served as our President and Chief Executive Officer since December 2016. Biographical information regarding Ms. Duchene is set forth above under the caption “Director Nominees.”   AgeJennifer Y. Ryu (47) Executive Vice President and Chief Financial Officer Effective February 3, 2020, Jennifer Y. Ryu was named Executive Vice President and Chief Financial Officer. Prior to her appointment, Ms. Ryu served as the Interim Chief Financial Officer since August 14, 2019. Prior to her appointment as Interim Chief Financial Officer, Ms. Ryu served as the Company’s Senior Vice President of Finance and Accounting, a position she held since April 2019. From February 2014 to April 2019, Ms. Ryu was the Chief Accounting Officer of Young’s Holdings, a holding company for wine and spirits sales and marketing companies.   PositionTimothy L. Brackney (50) Kate W. Duchene 54 President and Chief Operating Officer Effective April 3, 2019, Timothy L. Brackney was named our President and Chief ExecutiveOperating Officer. Prior to his appointment as Chief Operating Officer, Mr. Brackney served as our President North America & EVP, Revenue from 2017 to April 2019. From 2014 to 2017, Mr. Brackney served as our SVP, West Region. He led the North Pacific Region from 2011 to 2014. From 2007 to 2011, Mr. Brackney was a Regional Managing Director for the Company. Before that time, he served as Regional Director and President Herbert M. Mueller 60 Chief Financial Officer and Executive Vice President John D. Bower 56 Chief Accounting OfficerManaging Director of our Portland, Oregon office. Kate W. Duchene.    Effective December 14, 2016, Ms. Duchene was named our Chief Executive Officer and President. Between 1999 and 2016, Ms. Duchene was our Chief Legal Officer, and since 2000, Ms. Duchene held the positions29 Table of corporate Secretary and Executive Vice President of Human Resources. Prior to joining Resources Connection, Ms. Duchene practiced law with O’Melveny & Myers LLP, an international law firm, in Los Angeles, California, specializing in labor and employment matters. Ms. Duchene was with O’Melveny & Myers LLP from October 1990 through December 1999.Contents Herbert M. Mueller.    Effective August 29, 2016, Herbert M. Mueller was named our Executive Vice President and Chief Financial Officer. Prior to his appointment as the Executive Vice President and Chief Financial Officer, Mr. Mueller served as the Company’s Managing Director in the Atlanta practice from November 2013 to August 2016 and as a Director of Client Service from January 2012 to November 2013. Prior to joining the Company, Mr. Mueller served as Senior Vice President and Chief Financial Officer of TAA Partners, Inc. and Chief Financial Officer of Delta Apparel. John D. Bower.    Effective August 17, 2016, Mr. Bower was appointed as our Chief Accounting Officer. Prior to his appointment as Chief Accounting Officer, Mr. Bower served as our Senior Vice President of Finance from 2005 to 2016 and controller from 1998 to 2005. Prior to joining the Company, Mr. Bower spent nine years with Deloitte and served as the Director of SEC Reporting at FHP International for five years. BOARD OF DIRECTORS Board Leadership Structure TheOur Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer of the Company in any way that is in the best interests of the Company and its stockholders at a given point in time. TheOur Board believes that the decision as to who should serve as Chairman of the Board and Chief Executive Officer, and whether these offices should be combined or separate, should be assessed periodically by theour Board, and that theour Board should not be constrained by a rigid policy mandating that such positions be separate. The Company currently separates the roles of Chief Executive Officer and Chairman of the Board, with Mr. Murray currently serving as Chairman of the Board. Ms. Duchene serves as our Chief Executive Officer and is the individual with primary responsibility for managing the Company’s day-to-day operations with in-depth knowledge and understanding of the Company. Ms. Duchene does not currently serve as a member of our Board of Directors. This leadership structure permits Mr. Murray our Chairman of the Board, to focus on providing guidance to our Chief Executive Officer and setsto set the agenda for, and presidespreside over, meetings of the Board of Directors. By having a separate Chairman of the Board, the Company maintains an independent perspective on the Company’s business affairs.our Board. Mr. Murray, also our Company’s founder, has served as Chairman of the Board in a non-employee director status since his retirement as an employee and executive officer of the Company in August 2015. BecauseAlthough our Board has determined that Mr. Murray served in an executive officer position during his tenure as Executive Chairman,is independent under the listing requirements of The Nasdaq Stock Market (“Nasdaq”), because he is not deemed independent pursuanta former Chief Executive Officer and founder of the Company, our Board determined that it was appropriate to NASDAQ Listing Rules. Therefore, the Board has designateddesignate A. Robert Pisano to serve as Lead Independent Director, with responsibilities that are similar to those typically performed by an independent chairman. Coupled with aThe Company’s Lead Independent Director who is appointed annually by the Board,independent directors on our Board. Coupled with the Chairman position, this combined structure provides independent oversight while avoiding unnecessary confusion regarding theour Board’s oversight responsibilities and the day-to-day management of business operations. The responsibilities of our Chairman and our Lead Independent Director are summarized in the table below. Chairman Lead Independent Director Calls meetings of the Board and stockholders Calls meetings of the independent directors Chairs meetings of the Board and the annual meeting of stockholders Sets agenda and chairs executive sessions of the independent directors Establishes Board meeting schedules and agendas Available to chair meetings of the Board when there is a potential conflict of interest with the Chairman on issues to be discussed or if the Chairman is absent Ensures that information provided to the Board is sufficient for the Board to fulfill its primary responsibilities Provides input to the Chairman on the scope, quality, quantity and timeliness of the information provided to the Board Communicates with all directors on key issues and concerns outside of Board meetings Serves as a conduit to the Chairman of views and concerns of the independent directors With the Lead Independent Director, jointly recommends Committee Chair positions to the full Board and the Corporate Governance and Nominating Committee Collaborates with the Corporate Governance and Nominating Committee on questions of possible conflicts of interest or breaches of the Company’s governance principles by other directors, including the Chairman Chairman Lead Independent Director Provides suggestions to the Corporate Governance and Nominating Committee with respect to the composition and structure of the Board and Board recruitment efforts Oversees the process of hiring or firing a Chief Executive Officer, including any compensation arrangements Leads the Board review of management succession and development plans Recommends to the Board the retention of outside advisors who report directly to the Board Represents the Company to, and interacts with, external stockholders and employees Participates with the Compensation Committee Chair in communicating performance feedback and compensation decisions to the Chief Executive Officer The30 Table of Contents Our Board believes the Company’s corporate governance measures ensureleadership structure ensures that strong, independent directors continue to effectively oversee effectively the Company’s management and key issues related to executive compensation, the evaluation of our Chief Executive Officer and succession planning, strategy, risk, and integrity. Director Independence As required by the Company’s Corporate Governance Guidelines and Committee Charters, our Board of Directors has determined that each of Ms. Crawford,Mr. Cherbak, Mr. Dimick, Mr. Kistinger, Mr. von Maltzan, Mr. Murray, Ms. Pierozzi, Mr. Pisano, Ms. Sarkis, Ms. Shih and Mr. WargotzWhite is an “independent director” under the NASDAQNasdaq Listing Rules. Mr. MurrayThe Board also previously determined that Michael Wargotz (whose service ended during fiscal 2022) was employed as an executive officer until August 31, 2015, and Mr. Cherbak“independent director” under the Nasdaq Listing Rules. Ms. Duchene is currently employed as anthe President and Chief Executive Advisor toOfficer of the Company and,Company; accordingly, neither qualifiesshe does not qualify as an “independent director” under the NASDAQNasdaq Listing Rules. There were no transactions, relationships or arrangements engaged in by theseinvolving any of the Company’s directors which theour Board considered in making its independence determination. DIRECTOR QUALIFICATIONS Our Board believes our directors’ breadth of experience, diversity, tenure and skills strengthen our Board’s independent leadership and the effective oversight of management. Following is a summary of each director’s unique skills and experience, as well as the diversity and demographic background of our directors (as self-identified). Director Senior Leadership Experience Public Company Board Experience (other than RGP) Global Expertise Finance & Accounting Expertise Professional Services & Human Capital Industry Experience Risk Management Strategy Development & Digital Transformation Expertise Government, Regulatory, Legal Expertise Anthony C. Cherbak ü ü ü ü ü ü Neil F. Dimick ü ü ü ü ü ü ü Kate W. Duchene ü ü ü ü ü ü ü Robert F. Kistinger ü ü ü ü ü ü Marco von Maltzan ü ü ü ü ü ü ü Donald B. Murray ü ü ü ü ü ü Lisa M. Pierozzi ü ü ü ü ü ü A. Robert Pisano ü ü ü ü ü ü ü Jolene Sarkis ü ü ü ü David P. White ü ü ü ü ü ü 31 Table of Contents Board Diversity Matrix (As of August 22, 2022)  Total Number of Directors  10  Part I: Gender Identity  Female  Male  Non-Binary  Did Not Disclose Gender  Directors  3  7  —  —  Part II: Demographic Background          African American or Black  —  1  —  —  Alaskan Native or Native American  —  —  —  —  Asian  —  —  —  —  Hispanic or Latinx  —  —  —  —  Native Hawaiian or Pacific Islander  —  —  —  —  White  3  6  —  —  Two or More Races or Ethnicities  —  —  —  —  LGBTQ+  —    Did Not Disclose Demographic Background  —    Committees of the Board of Directors The Company’s standing Board committees consist of (1) an Audit Committee, (2) a Compensation Committee, and (3) a Corporate Governance and Nominating Committee. Each committee of theour Board is comprised entirely of independent directors under the NASDAQNasdaq Listing Rules and, for members of the Audit Committee, the applicable rules of the SEC. As referenced above, theour Board of Directors also designates a Lead Independent Director to serve as a representative for the independent directors and to facilitate communications among the independent directors and management. The following identifies the current members of each of the Company’s standing Board committeescommittees. Ms. Duchene and indicatesMessrs. Murray and Cherbak do not currently serve on any committee of the numberBoard. 2022 Board Independence Member Audit Compensation Corporate Governance & Nomination Board of Directors Donald Murray Kate Duchene Tony Cherbak Neil Dimick Robert Kistinger Marco von Maltzan Lisa Pierozzi A. Robert Pisano Jolene Sarkis David White   CHAIR   MEMBER   INDEPENDENT   LEAD INDEPENDENT DIRECTOR 32 Table of meetings held by each committee during fiscal 2017:Contents     Audit   Compensation   Corporate Governance and Nominating   Board of Directors A. Robert Pisano, Lead Independent Director     Member   Chair   Independent Susan Crawford       Member   Independent Neil Dimick   Chair   Member     Independent Robert Kistinger   Member     Member   Independent Jolene Sarkis     Chair     Independent Anne Shih       Member   Independent Michael Wargotz   Member   Member     Independent Number of Fiscal Year 2017 Meetings Held   8   7   4   8 Attendance at MeetingsATTENDANCE AT MEETINGS Our Board of Directorsmet five times during fiscal 2022. Additionally, our Audit Committee met eight times, our Compensation Committee met six times, and our Corporate Governance and Nominating Committee met four times during fiscal 2017.2022. All directors attended at least 75% of the aggregate of Board of Directors meetings and meetings of the committees upon which he or she serves. The Company’s policy is that directors should make themselves available to attend the Company’s annual meeting of stockholders. All then members of our Board attended our 20162021 annual meeting eitherof stockholders in person or telephonically.by video conference/telephone, other than Mr. Murray who did not attend due to a personal emergency. Committee Charters TheOur Board of Directors annually reviews and approves the charter of each of the committees. The Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee Charterscharters were reviewed and approved by the Board on July 27, 20172022 and are available on the Investor Relations — Corporate Governance section of the Company’s website atwww.rgp.comhttps://ir.rgp.com/corporate-governance. Corporate Governance and Nominating Committee The current members of the Corporate Governance and Nominating Committee are Mr. Pisano (Chairperson), Ms. Crawford, Mr. Kistinger and Ms. Shih. The Corporate Governance and Nominating Committee met four times during fiscal 2017.Mr. White. Governance-Related Duties.Duties. The Corporate Governance and Nominating Committee is responsible for overseeing the corporate governance principles applicable to the Company, and the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”), which is reviewed by the entire Board of Directors annually. See “Corporate Governance Guidelines and Code of Business Conduct and Ethics” below. In addition, the Corporate Governance and Nominating Committee annually reviews the Company’s compliance with the NASDAQNasdaq Listing Rules and reports the conclusions of such review to our Board. The Corporate Governance and Nominating Committee also oversees and periodically reviews the Board.Company’s ESG initiatives, activities and practices, including corporate social responsibility and sustainability matters. Nominating-Related Duties.Duties. The Corporate Governance and Nominating Committee is also responsible for overseeing the process of nominating individuals to stand for election or re-election as directors. In doing so, the Corporate Governance and Nominating Committee reviews and makes recommendations to theour Board with respect to the composition of the Board, tenure of Board members, and qualifications, skills and attributes for new directors. The Corporate Governance and Nominating Committee may also retain a professional executive search firm, on an as-needed basis in consultation with the Chairman of the Board, to assist in the identification and recruitment of independent Board candidates. The Company did not retain a professional executive search firm during fiscal 20172022 for Board member recruitment activities. While theThe Corporate Governance and Nominating Committee normally is able to identify an ample number of qualified candidates from its own resources and from candidates identified by a professional executive search firm, it will consider stockholder suggestions of persons to be considered as nominees, as further described below.below under “— Selection of Director Candidates.” Any director candidates recommended by the Company’s stockholders in accordance with the Company’s policy regarding such recommendations will be given consideration by the Corporate Governance and Nominating Committee, consistent with the process used for all candidates and in accordance with the Company’s policy regarding such recommendations. Board Composition & Succession Planning. Given the tenure and longevity of our Board, coupled with the Company’s business transformation, the Corporate Governance and Nominating Committee is overseeing the development of a Board composition, refreshment and succession plan to continue to evolve our Board over the next few years. In connection with this plan, the Corporate Governance and Nominating Committee is considering and interviewing several director candidates. Our Board, led by the Corporate Governance and Nominating Committee, will continue to work towards achieving the Board’s refreshment and succession planning goals during fiscal 2023 and has prioritized the appointment of director candidates that are diverse in gender, sexual orientation, ethnicity or race or are members of any other underrepresented communities. Selection of Director Candidates.Candidates. The Corporate Governance and Nominating Committee’s process for identifying and evaluating new director candidates is as follows. If determined appropriate, the Corporate Governance and Nominating Committee may retain a professional executive search firm to assist the Corporate Governance and Nominating Committee in managing the overall process, including the identification of new director candidates who meet certain criteria set from time to time by the Corporate Governance and Nominating Committee. All potential new director candidates, whether identified by the search firm, stockholders or Board members, are then reviewed by the Corporate Governance and Nominating Committee, our executive officers,NEOs, and at times by the search firm. In the course of this review, some candidates are eliminated from further consideration because of conflicts of interest, unavailability to attend Board or committee meetings or other relevant reasons. The Corporate Governance and Nominating Committee then decides which of the remaining candidates 33 Table of Contents most closely match the established criteria, described in the subsequent paragraph, and are therefore deserving of further consideration. The Corporate Governance and Nominating Committee then discusses these new director candidates, decides which of them, if any, should be pursued, gathers additional information if desired, conducts interviews and decides whether to recommend one or more of the candidates to the Board of Directors for nomination. In connection with this review, the Corporate Governance and Nominating Committee also reviews and considers each of the incumbent directors for continuing Board membership after his or her term expires. TheOur Board discusses the Corporate Governance and Nominating Committee’s recommended candidates, decides if any additional interviews or further background information is desirable and, if not, decides whether to nominate one or more candidates. Those nominees arewill then be named in the proxy statement for election by the stockholders at the annual meeting (or, if between annual meetings, the nominees may be electedappointed by the Board itself to fill any vacancies on theour Board). In orderdetermining whether to be recommended byrecommend a candidate, the Corporate Governance and Nominating Committee a candidate must meetweighs the following selection criteria, as described in the Company’s Corporate Governance Guidelines: personal integrity, intelligence, relevant business background, independence, expertise in areas of importance to the Company’s objectives, and sensitivity to the Company’s corporate culture and responsibilities.responsibilities, relevant business background, diversity, independence, and ability to regularly prepare for and attend Board meetings. The Corporate Governance and Nominating Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees but looks for individuals with specific qualifications so that theour Board as a whole may maintain an appropriate mix both of experience, background, expertise and skills, and of age,as well as gender, andsexual orientation, gender identity, ethnic and racial diversity. These specific qualifications may vary from one year to another, depending upon the composition of theour Board at that time. Below we identify and describeis a description of the key experience, qualifications, attributes and skills the Committee considers important for director candidates in light of Resources Connection’sthe Company’s business: • Business Sector Knowledge and International Experience. We value directors with backgrounds that include the many business sectors that make up our core business — finance and accounting, risk management, information management, human capital, supply chain, legal and regulatory, corporate advisory, strategic communications and restructuring services. In order to continue to operateTo support and expand as a global multinational professional services firm,grow our international practices, we also look for directors with internationalglobal expertise. Finally, to expand and grow our digital transformation group and develop and introduce our digital engagement platform, we look for directors with an expertise in digital transformative initiatives. • Management, Accounting and Finance Expertise. We value management experience in our directors as it provides a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. While we require specific financial qualifications and expertise for Audit Committee membership, we expect all of our directors to be financially knowledgeable. • Business Judgment, Leadership and Strategic Vision. We value directors with experience in significant leadership positions, who are able tocan provide sound business judgment, share tested leadership skills and have the insight necessary to formulate a strategic vision. Director Candidates Recommended by Stockholders.Stockholders. The Corporate Governance and Nominating Committee will consider individuals for nomination to stand for election as directors who are recommended to it in writing by any Resources Connection stockholder.stockholder of the Company. Any stockholder wishing to recommend an individual as a nominee for election at the Annual Meeting of Stockholders to be held in 20182023 should send a signed letter of recommendation, to be received before May 21, 2018,9, 2023, to the following address: Resources Connection, Inc., 17101 Armstrong Avenue, Irvine, CA 92614:92614; Attn: Alice J. Washington, General Counsel.Lauren Elkerson, Corporate Secretary. Recommendation letters must state the reasons for the recommendation and contain the full name and address of each proposed nominee as well as brief biographical information setting forth past and present directorships, employment, occupations and civic activities. Any such recommendation should be accompanied by a written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, consenting to serve as a director. Our Bylaws include additional requirements regarding nominations of persons at a stockholders’ meeting other than by the Board of Directors.Board. See “Questions and Answers — When must notice of business to be brought before an annual meeting be given and when are stockholder proposals and director nominations due for the 20182023 annual meeting?” Compensation Committee The current members of the Compensation Committee are Ms. Sarkis (Chairperson), Mr. Dimick, Mr. Pisano and Mr. Wargotz. TheWhite, each of whom satisfies the additional independence requirements specific to Compensation Committee met seven times during fiscal 2017.members under applicable Nasdaq Listing Rules. 34 Table of Contents The Compensation Committee is responsible for discharging the Board of Directors’Board’s responsibilities relating to the compensation of the Company’s NEOs.executive officers. The Compensation Committee reviews and approves the compensation arrangements, plans, policies and programs that apply to our NEOs.executive officers. Pursuant to the written charter of the Compensation Committee, its principal responsibilities include, among other things: To review and approve the goals and objectives relevant to the compensation of our Chief Executive Officer, to evaluate the performance of our Chief Executive Officer in light of those goals and objectives and to determine the terms of the compensatory agreements and arrangements for our Chief Executive Officer; To review and approve all of the Company’s compensation programs applicable to our other executive officers, including all forms of salary and grants of annual incentives and equity compensation; To review and approve any new compensation plan or any material change to an existing compensation plan available to executive officers and to make recommendations to the Board of Directors with respect to equitythe adoption, amendment or discontinuation of the Company’s incentive compensation and incentiveequity-based plans subject to stockholderthat require Board approval; To review and approve severance or similar termination payments to the Company’s executive officers; and To establish, review and evaluate the Company’s long-term strategy of employee compensation and utilization of different types of compensation plans in consultation with senior management. The Compensation Committee’s charter permits it to delegate duties and responsibilities to sub-committees or the Company’s management. However, the Compensation Committee has no current intention to delegate any of its authority with respect to determining executive officer compensation to any sub-committee or to management. The Compensation Committee takes into account our Chief Executive Officer’s recommendations regarding the corporate goals and objectives, performance evaluations and compensatory arrangements for the Company’s executive officers other than the Chief Executive Officer. In particular, the Compensation Committee considered the Chief Executive Officer’s recommendations regarding the appropriate base salaries and annual incentive compensation opportunity payouts under the EIP for fiscal 20172022 for our NEOsexecutive officers (other than for our Chief Executive Officer whose base salary and annual incentive compensation was determined by the Compensation Committee and our Chief Accounting Officer whose base salary was determined by our Chief Executive Officer, in conjunction with our Chief Financial Officer and Director of Compensation, because Mr. Bower had not yet been appointed our Chief Accounting Officer at the time such base salary rates were established. Likewise, Mr. Bower’s bonus was determined by our Chief Financial Officer.Committee). Pursuant to its charter, the Compensation Committee is authorized in its sole discretion to retain compensation consultants and other advisors to assist it in carrying out its duties. The Compensation Committee hasis directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant or advisor, including sole authority to determine and approve anythe terms, costs and fees for such engagements, with reasonable compensation consultant’s fees and other retention terms.to be borne by the Company. The Compensation Committee determines whether to retain a compensation consultant on an annual basis in light of the status of the management team and the business needs of the organization at the relevant time. The Compensation Committee did not engage a compensation consultant during fiscal 20172022 to provide advice or recommendations on the amount or form of executive and director compensation. In order to assist the Compensation Committee’s evaluation of executive compensation however, during fiscal 2017,2022, the Company subscribed to Main Data Group Inc.’s SnapshotCompensation Committee reviewed data on the Company’s peer group pulled from Equilar’s Insight Data Platform, which is a web-based provider of historical information, products and proprietary survey data regarding executive compensation. The Compensation Committee used thisthe data from Equilar generally as background information to assist in its decision makingtheir decision-making process. Audit Committee During fiscal 2017,The current members of the Audit Committee of our Board of Directors consisted of three non-employee directors,are Mr. Dimick (Chairperson), Mr. Kistinger, Mr. von Maltzan and Mr. Wargotz.Ms. Pierozzi, each of whom satisfies the enhanced independence standards applicable to Audit Committee members pursuant to the Nasdaq Listing Rules and applicable rules promulgated under the Exchange Act. All threefour members of the Audit Committee qualify as financial experts. experts, as defined in Item 407 of Regulation S-K. The primary function of the Audit Committee met eight times during fiscal 2017. is to oversee the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee reviews our auditing, accounting, financial reporting and internal control functions, appointsfunctions; is directly responsible for the appointment, compensation and engages, on behalfretention of our Board of Directors, the Company’s independent registered public accounting firmfirm; and oversees the Company’s risk assessment and risk management policies. Thepolicies, particularly the management of financial risks, and also receives regular reports from our Vice President of Internal Audit, who directly reports to the Chairperson of the Audit Committee. Additionally, the Audit Committee also reviewsis directly responsible for the evaluation and approvesoversight of the provisionwork of services by ourthe independent registered public accounting firm, as described under “Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal 35 Table of Contents Year 2018”2023” below, under the caption “All Other Fees”, to ensureFees,” including ensuring such services are compatible with maintaining the independence of the independent registered public accounting firm. In discharging its duties, the Audit Committee: Appoints, compensates, retains and oversees the work of the independent registered public accounting firm; Reviews and approves the scope of the annual audit and the independent registered public accounting firm’s fees; Reviews and discusses with management and the independent registered public accounting firm the Company’s annual audited financial statements, material accounting principles and related matters; Meets independently with our internal finance and audit staff, our independent registered public accounting firm and our senior management; and Consults with our independent registered public accounting firm with regard to the plan of audit, the results of the audit and the audit report and confers with the independent registered public accounting firm regarding the adequacy of internal accounting controls. The Board’s Role in Risk Oversight TheOur Board has an active role, as a whole and through its committees, in overseeing management of the Company’s risks. TheOur Board’s role in the risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including legal, operational, financial and strategic risks. Also,These reports occur at regular and special meetings of the Board as appropriate. The involvement of theour Board in reviewing, approving and monitoring our fundamental financial and business strategies, as contemplated by our corporate governance documents, is critical to the determination of the types and appropriate levels of risk the Company undertakes. The Board’s committees, all comprised solely of independent directors, assist theour Board in fulfilling its oversight responsibilities in certain areas of risk. The Compensation Committee oversees the management of risks relating to our executive compensation plans and arrangements. The Corporate Governance and Nominating Committee oversees the management of risks associated with the composition of the Board of Directors and other types of corporate governance risks within its area of responsibility. The Audit Committee oversees the Company’s risk assessment and risk management, policies, particularly the management ofwith respect to financial risks, such as financial reporting and alsoaccounting, internal controls, fraud, legal and regulatory compliance, and cybersecurity. The Audit Committee receives regular reports at each Audit Committee meeting from our Vice President of Internal Audit, who directly reports to the Chairperson of the Audit Committee. The Audit Committee also receives quarterly reports from our Senior Vice President, IT, on cybersecurity risks and the Company’s ongoing cybersecurity training for employees, which typically occurs monthly. The Audit Committee and the entire Board also receive quarterly reports from our Chief Legal Officer on any material litigation involving the Company and various material risk management matters, if any. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through the committee reports regarding such risks. This process enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Our Board of Directors believes the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and, therefore, do not materially affect its choice of leadership structure as described under “Board Leadership Structure” above. Risk Assessment of Compensation ProgramsRISK ASSESSMENT OF COMPENSATION PROGRAMS We have reviewed our compensation programs across the Company to determine whether they encourage unnecessary or excessive risk taking, and we have concluded that they do not. In particular, as to our compensation arrangements for our NEOs, the Compensation Committee takes risk into account in establishing and reviewing these arrangements. The Compensation Committee believes that our executive compensation arrangements do not encourage unnecessary or excessive risk taking for several reasons. First, the base salaries of our NEOs are fixed in amount and thus do not encourage risk taking. Second, while our annual incentive programEIP focuses on achievement of short-term or annual goals, and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the annual incentive programEIP is only one component of our overall compensation program and is balanced by the focus of our long-term incentive awards on driving longer-term stockholder gains. Third, the Compensation Committee retains authority to exercise its discretion in determining the amount to award undereach NEO with respect to the qualitative component of our NEO annual incentive programEIP based on its subjective assessment of the Company’s performance, the executive’sNEO’s individual performance, and any other factors the Compensation Committee may consider — including exposure to risk and risk management. Fourth, annual incentive awards are capped pursuant to our planEIP so that our NEOs are not able to achieve unlimited reward for taking significant risk. The Compensation Committee believes that the annual incentive programEIP appropriately balances risk and the desire to focus executives 36 Table of Contents on specific short-term goals important to our success, and that it does not encourage unnecessary or excessive risk taking over a shortshort- or long termlong-term measure. In addition, a significant portion of the compensation provided to our NEOs is in the form of stock optionsequity awards that are important to help further align each executive’s interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking sincerisk-taking. The PSUs are tied to performance over a three-year performance period and are capped pursuant to the terms of the award agreement to ensure that our NEOs are not incentivized to take short term risks to achieve unlimited rewards. Furthermore, the ultimate value of the awardsRSUs and PSUs is tied to our stock price, and since awards are generally granted on an annual basis and subject to long-term vesting schedules, to help ensure that NEOs always have significant compensation opportunities tied to long-term stock price performance. Corporate Governance GuidelinesEMPLOYEE, OFFICER AND DIRECTOR HEDGING We maintain an insider trading policy that, among other things, strongly discourages all of our employees, officers and Codedirectors from entering into hedging or monetization transactions involving our securities. Hedging or monetization transactions are transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds, that are designed to hedge or offset any decrease in the market value of Business Conduct and Ethicsour securities. Pursuant to our policy, any person wishing to enter into such an arrangement must submit the proposed transaction to our Chief Legal Officer for pre-approval. CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS Corporate Governance Guidelines.Guidelines. Our Board has adopted Corporate Governance Guidelines, which direct our Board’s actions with respect to, among other things, theour Board’s responsibilities, Board composition and selection of directors, Board meetings, theour Board’s standing committees and procedures for appointing members of these committees, stockholder communications with the Board, Board compensation, conduct and ethics standards for directors, and indemnification of directors. A current copy of our Corporate Governance Guidelines is posted on the Investor Relations — Corporate Governance section of our website atwww.rgp.com.https://ir.rgp.com/corporate-governance. Code of Business Conduct and Ethics.    The Company has also adopted a Code of Business Conduct and Ethics. The Company has also adopted the Code of Conduct that applies to everyone in the Company, including all of itsour directors, executive officers and employees. A current copy of our Code of Business Conduct and Ethics is posted on the Investor Relations — Corporate Governance section of the Company’s website atwww.rgp.com.https://ir.rgp.com/corporate-governance. In addition, waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be timely posted on the Investor Relations — Corporate Governance section of the Company’s website atwww.rgp.comhttps://ir.rgp.com/corporate-governance to the extent required by applicable SEC and NASDAQNasdaq rules. Board Evaluation Process Our Board annually conducts a self-evaluation to determine whether it and its committees are functioning effectively. This review is overseen by the Corporate Governance and Nominating Committee, and in fiscal 2022, all committees were determined to be functioning effectively and in accordance with their respective charters and applicable SEC and Nasdaq rules. Communications with the Board Our Board of Directors provides a process for stockholders to send communications to the Board, of Directors, to individual directors or to groups of directors, including non-management directors as a group. Communications should be sent to the Company’s corporate headquarters at 17101 Armstrong Avenue, Irvine, CA 92614, addressed to the attention of the specific group or individual or, if the communication is intended for all non-management directors, to the Chairperson of the Corporate Governance and Nominating Committee, the Chairperson of the Compensation Committee or the Chairperson of the Audit Committee and marked “Confidential, Intended for Recipient’s Review Only.” Upon receipt of any such communication, the material is forwarded directly to the addressee. If the communication is not directed to a specific individual, the material is forwarded to the Chairperson of the Audit Committee who reviews the content to determine its relevance and appropriate audience. The Company also maintains a Corporate Integrity Hotline, monitored by the Chairperson of the Audit Committee, so that any employee, stockholder or other interested party may use this vehicle to anonymously report problems or concerns involving ethical or compliance violations or complaints regarding accounting, internal accounting controls or auditing matters. Information about the hotline is posted on the Investor Relations, Corporate Governance page of our website atwww.rgp.com.https://ir.rgp.com/corporate-governance. The toll freetoll-free number for the Corporate Integrity Hotline is (866) 588-5733. 37 Table of Contents CORPORATE SOCIAL RESPONSIBILITY AND ESG EFFORTS The Company and our Board maintain a focus on corporate social responsibility and ESG matters that impact our employees, clients and their communities. We believe that environmentally and socially responsible operating practices go hand-in-hand with generating value for our stockholders and clients, being an employer of choice and being good neighbors within our communities. We continuously look for new and better ways to foster a diverse and inclusive work environment, minimize our environmental footprint and engage our surrounding communities, all while creating value for our stockholders. We are also committed to enhanced transparency of, and best practices in, our corporate responsibility and ESG policies and practices. To further advance our ESG efforts, we formed an ESG Committee during fiscal 2022, with oversight by the Corporate Governance and Nominating Committee of the Board. The ESG Committee is a cross-functional advisory committee comprised of employees from various sectors and geographic locations. It meets quarterly to discuss the Company’s general strategy with respect to ESG matters and makes recommendations to the Company’s executive leadership team on how the Company’s policies, practices and disclosures can respond to current and emerging ESG issues. Below are some of the ways in which we demonstrate our commitment to the environment, our employees and communities, and responsible governance. Corporate Social Responsibility Our Culture and Values In a world of digital transformation, we are unified under the vision that we must keep business as human first. Our culture is built upon our shared, core values of Loyalty, Integrity, Focus, Enthusiasm, Accountability and Talent, and we believe this is a key reason for our success. Along with our core values, we act in accordance with our Code of Conduct, which sets forth the standards our employees and board members must adhere to at all times in the execution of their duties, and our Corporate Social Responsibility Policy. Our Code of Conduct covers topics such as honest and candid conduct, conflicts of interest, disclosure controls and procedures, protecting confidential information, anti-corruption, compliance with laws, rules and regulations, fair dealing, equal opportunities and non-harassment, maintaining a safe workplace, and the reporting of violations. The Code of Conduct reflects our commitment to operating in a fair, honest, responsible and ethical manner and also provides direction for reporting complaints in the event of alleged violations of our policies (including through an anonymous hotline). Our Corporate Social Responsibility Policy sets forth the principles to which we adhere and that guide our conduct, including our commitment to human rights, diversity and inclusion, labor health and safety, anti-bribery, anti-corruption, community involvement, responsible environmental management and commitment to our people. Diversity, Equity and Inclusion (DE&I) DE&I are critical underpinnings of our shared values and guide our conduct in our interactions with both clients and each other. As a human-first company, we recognize diversity as a strength that is cultivated through our culture, our people, our business and our clients. Our workforce reflects diversity in all its forms, including gender and gender identity, race and ethnicity, age, sexual orientation and a variety of cultural and personal backgrounds. We believe a diverse workforce is essential to our continued success, and we strive to maintain a diverse and inclusive workforce at all levels. We are proud that 100% of our executive leadership team (i.e., our “Chief” level positions) consists of women or minorities, with our executive leadership team comprised of 67% female and 50% racially and ethnically diverse minorities. Additionally, 40% of our directors on our Board identify as women or minorities, with three directors identifying as female and one director identifying as a racially or ethnically diverse minority. We are also a Paradigm for Parity Coalition company, which is a coalition of companies committed to addressing gender and diversity gaps in corporate leadership. 38 Table of Contents We aim to have a workforce that reflects the diversity of qualified talent that is available in the markets that we serve. As of November 2021, 65.3% of our U.S.-based employees identified as minorities or women. Our gender and racial diversity representation in the C-suite positions, Board and U.S.-based workforce is presented in the following table: Diversity Representation* * -- Data for our C-suite and Board is as of the date of this Proxy Statement and data for our total U.S.-based employees is as of November 2021. In fiscal 2022, we continued our Diversity Council and DE&I Ambassador programs, consisting of employees representing a cross-section of functions and levels across the globe. The Diversity Council serves an important role in working closely with senior leaders to facilitate alignment between our DE&I efforts and overall business strategy of promoting human capital practices that support and accelerate our DE&I goals. Our Diversity Council hosts periodic town hall meetings that are accessible to our global workforce. In these meetings, our council discusses the current year’s DE&I initiatives and strategy for execution on those initiatives and considers ideas for new DE&I activities raised by the broader employee population. Our fiscal 2022 DE&I initiatives focused on increasing DE&I awareness, education and involvement among our workforce, increasing diversity in our workforce, and promoting diversity in our Go-to-Market activities. The DE&I Ambassador is a voluntary role, and the team is comprised of employees from a variety of functions across the globe. This group’s mission is to spread the culture of DE&I, promote DE&I awareness and engage employees at all levels of the Company through existing business forums, established teams, offices, markets and regions. The DE&I Ambassador teams operate at a regional level and meet quarterly to share success stories and practices across the regions. Engagement with our Communities Through both volunteerism and philanthropic efforts, we are dedicated to contributing to the communities in which we operate. We encourage everyone in our organization to volunteer their time and donate as they deem appropriate to local, and in some cases national, charitable causes. Our employees give generously of their time to help those charities, and the people those organizations serve. Since fiscal 2020, we have sponsored Brightpath STEAM Academy, which is a robotics summer camp organized by one of our employees for under-privileged and under-represented students in St. Louis, Missouri. In fiscal 2022, we continued our Social Justice Charitable Matching Fund, which has allowed us to help raise DE&I awareness internally across our organization by matching employees’ contributions to charitable organizations that promote social justice. As of May 28, 2022, we achieved our goal of matching $100,000 in contributions during fiscal 2022. We intend to continue our commitment toward this Fund in fiscal 2023. Employee Wellbeing, Resilience and Growth Employee safety and wellbeing is of paramount importance to us in any year and continued to be of particular focus to us in fiscal 2022. Our Global Business Continuity Team continued to improve our disaster preparedness plans and implement strategies to manage the health and security of our employees, business continuity, client confidence and excellent customer 39 Table of Contents service. In response to the Pandemic, we introduced a work-from-home policy, critical safety and hygiene protocols and a limited business travel directive. We continue to monitor changing government rules and regulations in countries where we operate and have reopened offices in accordance with local health department guidelines. We also provide support to employees who may be particularly impacted by the Pandemic. For example, during the COVID lockdowns in China, we gifted our Chinese employees and their families with boxes of food to help alleviate food shortage problems experienced in the community. We have also evolved our work-from-home policy to a hybrid work policy, where employees are invited to work collaboratively with colleagues in the office but are permitted to work from home as needed or desired. Our goal is to help every human in our workforce maintain a positive, productive and connected work experience. We provide productivity and collaboration tools and resources for employees working remotely, and during fiscal 2022, we enhanced and promoted programs to support our employees’ physical and mental wellbeing, including the offering of virtual fitness and education classes, and the continuation of the RGP Kids Academy that offers academic and enrichment classes for children and families of our employees. In addition, we continued to support and prepare our internal leaders to lead through this unprecedented time of change by integrating wellness and leadership development topics into our quarterly senior leadership meetings. We also conducted intentional leader listening forums to help guide our leaders establish and manage a return to the office hybrid work approach. Additionally, we offer all employees participation in monthly wellness programs on topics that impact the employee experience and are intended to create a thriving culture centered on health, happiness, and connectivity, and in fiscal 2022, we expanded our Employee Assistance Program, which provides our employees with mental health support and resources, to our global employee population. Building Strong Leaders and Talent Management Strong leadership is critical to fostering employee engagement and positioning employees to perform at their best. For these reasons, we invest in the ongoing professional development of our employees through curated programs that are designed to acclimate employees to the business and promote personal, functional and leadership growth. In fiscal 2022, we facilitated small leader forums to foster peer mentorship opportunities and to support areas where our leaders sought reinforcement in driving alignment and building high performing teams. Successful talent development starts with hiring the right people. We seek to recruit and hire candidates that demonstrate skills and competencies that align with our core values and that have an aptitude to further develop those strengths. After onboarding, we remain dedicated to providing employees with training and development opportunities to allow our employees to progress in their careers. We offer newly hired employees the opportunity to participate in our “RGP U” program to accelerate and support their integration into our organization. This program gives our new hires a connected cohort to drive a sense of belonging early in their career at RGP and offers their leaders a more efficient use of individual coaching time with new employees. 40 Table of Contents Environmental Responsibility In fiscal 2022 we implemented our Global Environmental Responsibility Policy, which sets forth our commitment to operate our business as a responsible corporate citizen dedicated to sound environmental management and with concern for the well-being of our common environment. Our goals are to (1) operate our offices in an environmentally sound manner, (2) conserve natural resources by recycling materials, purchasing recycled materials, and reducing waste produced by our business, (3) reduce our impact on global climate change and pollution by reducing our greenhouse gas emissions through reduced commuting and business travel by our employees and (4) improve our energy conservation and efficiency practices through improved technologies and employee education. As a global human capital company, our environmental footprint is relatively small. We nevertheless continue to take actions to reduce our footprint and be environmentally responsible, including (1) reducing our global real estate footprint by over 52,000 square feet during fiscal 2022 by creating designated virtual offices, utilizing shared work spaces and expanding our use of technology to allow more employees to work virtually; (2) reducing our use of paper by transitioning more than 95% of client invoices to electronic billing, implementing electronic paystubs for all U.S. employees and reducing our use of print-based marketing materials in favor of digital assets; and (3) minimizing our Company’s carbon emissions through reduced air travel and commuting due to our use of virtual offices and hybrid approach to remote and in-office work and maximizing the use of technology for virtual meetings. Cumulatively since fiscal 2021, we have reduced our real estate footprint by 112,000 square feet and we have plans to reduce our physical footprint by an additional 83,000 square feet over the next few years. 41 Table of Contents DIRECTOR COMPENSATION Under our director compensation policy, annual compensation for the members of our Board of Directors who are not employed by us or any of our subsidiaries (referred to herein as a “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below and an annual equity award. In the case of a non-employee director who is newly elected or appointed to our Board, of Directors, such director is eligible to receive a proratedpro-rated cash retainer and anpro-rated equity award, with the amount and terms thereof to be determined by our Board of Directors or a committee thereof in its discretion.award. Our Board of Directors reserves the right to modify the director compensation policy from time to time. Cash Compensation Pursuant to the terms of our director compensation policy, each non-employee director then in office receives an annual cash retainer (“Annual Board Retainer”) and an additional cash retainer for holding certain positions (“Additional Retainers”). The following table sets forth the schedule of Annual Board Retainer and Additional Retainers as in effect during fiscal 2017: 2022:  Type of Fee Dollar Amount Annual Board Retainer $ 50,000 Additional Annual Retainer for Chairman of the Board $ 250,000 Additional Annual Lead Independent Director Retainer $ 15,000 Additional Retainer for Audit Committee Chairperson $ 20,000 Additional Retainer for Compensation Committee Chairperson $ 15,000 Additional Retainer for Corporate Governance and Nominating Committee Chairperson $ 10,000 Additional Retainer for Service on the Audit Committee $ 5,000 Additional Retainer for Service on the Compensation Committee $ 5,000 Additional Retainer for Service on the Corporate Governance and Nominating Committee $ 2,500 Each such retainer is paid at the start of each calendar year, and as a result, covers different fiscal years. Newly elected or appointed non-employee directors will receive apro rata pro-rata portion of the Annual Board Retainer and any applicable Additional Retainers, with the prorationpro-ration based on the number of calendar days remaining in the calendar year that the director first serves as a non-employee director or held the particular position, as the case may be. Non-employee directors are also generally reimbursed for out-of-pocket expenses they incur serving as directors. Equity Compensation Type of Award Amount of Award Annual Equity Award Restricted stock (or restricted stock units or cash, as described below) with a fair value of $100,000 on the grant date New Director Award pro rataPro-rata portion of Annual Equity Award Annual Restricted StockEquity Awards for Continuing Board Members On the first trading day of each calendar year, each non-employee director then in office will automatically be granted an award of restricted stock (or, as discussed below, restricted stock units) with respect to shares of the Company’s common stock with a grant value of approximately $100,000 (the “Annual Equity Award”). The number of shares of the Company’s common stock subject to such restricted stock (or restricted stock unit) award will be determined by dividing the Annual Equity Award grant value of $100,000 by the per-share closing price of the Company’s common stock on the date of grant (roundedand rounding down to the nearest whole share).share. Directors who own Company stock in excess of ten times the applicable guideline level under our stock ownership guidelines, set forth below under “Compensation Discussion and Analysis — 42 Table of Contents Stock Ownership Guidelines for Directors”,Directors,” are permitted to elect a vested cash payment in lieu of the annual restricted stockequity award. In fiscal 2017,2022, Mr. Murray elected to receive cash in lieu of his annual restricted stockequity award. Initial Restricted StockEquity Awards for New Directors Each newly elected or appointed non-employee director is granted an initial award of restricted stock award on(or, as discussed below, restricted stock units) upon joining the Board of Directors.Board. The number of shares subject to such restricted stock (or restricted stock unit) award will be determined by dividing the Annual Equity Award grant value of $100,000 (pro-rated based on the number of calendar days remaining in the calendar year that the director first serves as a non-employee director) by the per-share-closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole share). An employee or former employee of the Company or one of its subsidiaries who ceases or has ceased to be so employed and becomes a non-employee director will not be eligible for an initial restricted stockequity award grant butand will also be eligible for cash compensation and annual equity awards on the same basis as other non-employee directors, as described above. Provisions Applicable to All Non-Employee Director Restricted StockEquity Awards For fiscal 2017,2022, each restricted stockequity award granted to the non-employee directors was made under and subject to the terms and conditions of the Company’s 20142020 Plan. Non-employee director restricted stockequity awards will beare evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by theour Board to evidence such type of grant pursuant to this policy.the 2020 Plan. Each award will vestvests in equal annual installments over the four-year period following the grant date. Non-employee directors are also entitled to cash dividend and stockholder voting rights with respect to outstanding and unvested restricted stock awards. Restricted stock and restricted stock unit awards are generally forfeited as to the unvested portion of the award upon the non-employee director’s termination of service as a director of the Company for any reason. However, in the event the non-employee director ceases to serve as a director due to his or her mandatory retirement as may be required pursuant to the Company’s mandatory retirement policy as then in effect for members of theour Board, each restricted stock and restricted stock unit award held by the director that is then outstanding and otherwise unvested will generally become immediately vested and nonforfeitable. Restricted stock and restricted stock unit awards granted to non-employee directors, to the extent then outstanding and unvested, will become fully vested and nonforfeitable in the event of a change in control event. Withof the Company. Directors Deferred Compensation Plan Our non-employee directors may elect, pursuant to our Directors Deferred Compensation Plan, to defer payment of all or a portion of their compensation for service on our Board. In the case of a deferral of an equity award, the non-employee director is granted restricted stock units in lieu of restricted stock. Restricted stock units granted in lieu of a restricted stock award are subject to the four-year vesting requirement noted above. In the case of a deferral of cash compensation, the director receives a number of restricted stock units equal to the amount of the cash compensation being deferred, divided by the per-share closing price of a share of our common stock on the date that the cash compensation would have been paid but for the deferral. Restricted stock units credited in lieu of cash compensation are fully vested. Restricted stock units credited with respect to awards todeferrals by non-employee directors (“deferred stock units”) cannot be voted or sold. Deferred stock units accrue dividend equivalents, credited in the 2014 Plan is administeredform of additional stock units, if and when dividends are paid on our common stock. The dividend equivalent stock units are subject to the same payment terms as the stock units to which they relate, provided that dividend equivalents are fully vested. Deferred stock units generally become payable, in a lump sum or a series of installment payments as elected by the Board, anddirector, when the Board hasdirector no longer serves on our Board. Deferred stock units are settled in cash, based on the ability to interpret and make all required determinations under the plan. This authority includes making required proportionate adjustments to outstanding awards to reflect stock splits and similar corporate transactions. Awards are generally transferable to a beneficiaryvalue of a director upon his or her death or as approved byshare of common stock at the Board. time of payment. Mr. Dimick, Mr. von Maltzan, Mr. Kistinger and Ms. Sarkis each elected to defer their equity award for the 2022 plan year. None of the directors elected to defer their cash compensation for the 2022 plan year. 43 Table of Contents DIRECTOR COMPENSATION — FISCAL 20172022 The following table presents information regarding the compensation paid for fiscal 20172022 to our non-employee directors. The compensation paid to Mr. Cherbak, who retired asMs. Duchene, our President and Chief Executive Officer, during fiscal 2017, is presented below in the “Executive Compensation Tables for Fiscal 20172022 — Summary Compensation Table — Fiscal 2015 — 2017”2020 to 2022” and the related explanatory tables. Mr. CherbakMs. Duchene did not receive separate compensation for her service on the Board of Directors.our Board. Name    Fees Earned or Paid in Cash ($)      Stock Awards  ($)(1)(2)      Option Awards  ($)      Total ($)     (a)    (b)      (c)      (d)      (e)   Donald B. Murray(3)      400,000        0        —        400,000   Susan Crawford      52,500        99,992        —        152,492   Neil Dimick      75,000        99,992        —        174,992   Robert Kistinger      57,500        99,992        —        157,492   A. Robert Pisano      80,000        99,992        —        179,992   Jolene Sarkis      65,000        99,992        —        164,992   Anne Shih      52,500        99,992        —        152,492   Michael Wargotz      60,000        99,992        —        159,992   Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)(2) Option Awards ($) All Other Compensation ($) Total ($) (a) (b) (c) (d) (e) (f) Donald B. Murray (3) 400,000 0 0 0 400,000 Anthony Cherbak 50,000 99,999 0 0 149,999 Neil Dimick 75,000 99,999 0 0 174,999 Robert Kistinger 57,500 99,999 0 0 157,499 Marco von Maltzan 55,000 99,999 0 0 154,999 Lisa M. Pierozzi 55,000 99,999 0 0 154,999 A. Robert Pisano 80,000 99,999 0 0 179,999 Jolene Sarkis 65,000 99,999 0 0 164,999 Michael Wargotz (4) 0 0 0 0 0 David P. White (5) 79,521 142,457 0 0 221,978 (1) The amounts reported in column (c) of the table above reflect the fair value on the grant date of the restricted stock (or restricted stock unit) award granted to our non-employee directors during fiscal 2017,2022, as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock awards contained in Note 10 (Stock Based15 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements, included as part of the Company’sFiscal 2022 Annual Report on Form 10-K for the fiscal year ended May 27, 2017.Report. (2) As described above, on January 3, 2022, each of our continuing non-employee directors then serving on our Board was granted an award of 5,1415,534 shares of restricted stock, on January 3, 2017,or a grant of 5,534 restricted stock units if they chose to defer the equity portion of their compensation, with the exception of Mr. Murray who elected to receive cash in lieu of his annual restricted stock award. Each such continuing non-employee director’s restricted stock (or restricted stock unit) award had a fair value (forfor financial statement reporting purposes)purposes equal to $99,992$99,999 on the grant date.date (5,534 shares times the $18.07 per share closing price of a share of Company common stock on the grant date). On July 30, 2021, upon his appointment to the Board, Mr. White was granted an award of 2,741 shares of restricted stock that had a fair value for financial statement reporting purposes equal to $42,458 (2,741 shares times the $15.49 per share closing price of a share of Company common stock on the grant date). See footnote (1) above for the assumptions used to value these awards. The cash paid to Mr. Murray in lieu of his restricted stockannual equity award is included as part of his cash fees reflected in column (b) of the table above. (3) Mr. Murray’s fees earned listed in this table reflect the director retainer fees to which he was entitled that were paid in January 2017. Mr. Murray will next receive director retainer fees in January 2018. In fiscal 2017, Mr. Murray elected to receive2022 for Board service through calendar 2022 and cash in lieu of his annual restricted stock award pursuantas described in footnote (2) above. (4) Mr. Wargotz’s service on the Board terminated effective October 21, 2021, and he received no compensation in fiscal 2022. (5) Mr. White was appointed to our stock ownership guidelines, which provides that directors who own Company stockBoard effective July 29, 2021. He received pro-rated annual fees for calendar 2021 upon his appointment in excess of ten times the applicable guideline level are permittedJuly 2021, in addition to elect a vested cash payment in lieu of the annual restricted stock award.fees paid to all directors in January 2022. 44 Table of Contents Aggregate Outstanding Equity Awards The following table presents the aggregate number of outstanding unexercised options to acquire shares of Company common stock, andnumber of unvested shares of Company restricted stock and number of unvested Company restricted stock units held by each of our non-employee directors as of May 27, 2017.28, 2022. Director    Number of Options Outstanding      Number of Shares of Unvested Restricted Stock   Number of Options Outstanding Number of Shares of Unvested Restricted Stock and Unvested Restricted Stock Units Donald B. Murray      563,750        0   170,000 0 Susan Crawford      14,328        14,045   Anthony Cherbak 287,500 16,434 Neil Dimick      9,000        14,045   0 16,434 Robert Kistinger      9,000        14,045   0 16,434 Marco von Maltzan 0 17,126 Lisa M. Pierozzi 0 11,336 A. Robert Pisano      17,263        14,045   0 16,434 Jolene Sarkis      9,000        14,045   0 16,434 Anne Shih      15,000        14,045   Michael Wargotz      12,000        14,045   0 David P. White 0 8,275 Stock Ownership Guidelines for Directors On July 28, 2011, the Board approved the following stock ownership guidelinesWe maintain Stock Ownership Guidelines for the non-employee members of the Board of Directors.our Board. Please see “Compensation Discussion and Analysis — Stock Ownership Guidelines for NEOs” below for information on the guidelines applicable to our executive officers. All of our non-employee directors should own Company common stock equal in value to the lesser of two times the annual board retainer or 10,000 shares. Stock that counts towards satisfaction of the ownership guidelines (“Qualifying Shares”) includes: • Shares of common stock beneficially held, either directly or indirectly; • Restricted stock issued and held whether vested or unvested; • Restricted stock units, whether vested or unvested, as well as vested but deferred stock units; and • Shares of common stock held following the exercise of a stock option or payment of other equity award. Shares of common stock beneficially held, either directly or indirectly; Restricted stock issued and held whether vested or unvested; and Shares of common stock held following the exercise of a stock option or payment of other equity award. All individuals covered by these guidelines should satisfy the applicable share ownership guidelines within five years of first becoming subject to them. If a covered individual’s guideline level of ownership changes as a result of a change in position or change in retainer, the individual should satisfy the applicable guidelines within a five-year period beginning in January following the year of such change. The Company’s Stock Ownership Guidelines are available on the Investor Relations — Corporate Governance page of the Company’s website atwww.rgp.comhttps://ir.rgp.com/corporate-governance. 45 Table of Contents As shown in the table below, as of August 22, 2022, each of our current non-employee directors currently meets both the minimum share ownership and dollar amount guidelines (even though only one of the guidelines must be met). Non-Employee Director Stock Ownership Statusguidelines.   Guideline    10,000 Shares      $100,000        Qualifying Shares Held1      Value as of the Record Date2   Donald B. Murray      1,220,304      $ 14,826,694   Susan Crawford      35,273      $ 428,567   Neil Dimick      35,273      $ 428,567   Robert Kistinger      35,273      $ 428,567   A. Robert Pisano      53,741      $ 652,953   Jolene Sarkis      35,273      $ 428,567   Anne Shih      41,273      $ 501,467   Michael Wargotz      35,273      $ 428,567   Guideline     $100,000 (1)         Qualifying Shares Held (2)       Value as of the Record Date (3)   Donald B. Murray     1,091,272     $ 22,883,974   Anthony Cherbak     82,229     $ 1,724,342   Neil Dimick     71,871     $ 1,507,135   Robert Kistinger     71,871     $ 1,507,135   Marco von Maltzan     32,979     $ 691,570   Lisa M. Pierozzi     13,269     $ 278,251   A. Robert Pisano     87,025     $ 1,824,914   Jolene Sarkis     71,871     $ 1,507,135   David P. White     8,275     $ 173,527   1 (1) The relevant guideline is $100,000, as this is the lesser of (i) two times the annual board retainer (i.e. $100,000) and (ii) the value of 10,000 shares (which was valued on the record date at $20.97). (2) Represents the Qualifying Shares held by the director on August 24, 2017. 22, 2022. 2 (3) Determined by multiplying the number of Qualifying Shares held by the director on August 24, 201722, 2022 by the closing price forof a share of Company common stock on that date ($12.15)20.97). POLICY REGARDING TREATMENT OF RELATED PARTY TRANSACTIONS The Company’s policies and procedures for the review, approval or ratification of related-party transactions required to be disclosed pursuant to Item 404 of SEC Regulation S-K are set forth in the written charter of the Audit Committee. Pursuant to its charter, the Audit Committee must review and approve all proposed related-person transactions that are subject to disclosure pursuant to Item 404 of SEC Regulation S-K before the Company is permitted to enter into any such transaction. In fiscal 2017,2022, there were no reportable related-party transactions under Regulation S-K. 46 Table of Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table contains information about the beneficial ownership of our common stock as of August 24, 2017,22, 2022 for: each person known by the Company who beneficially owns more than five percent of the common stock of the Company; each of our directors; each NEO named in the Summary Compensation Table; and all current directors and executive officers as a group. • each person known by the Company who beneficially owns more than five percent of the common stock of the Company; • each of our directors; • each NEO named in the Summary Compensation Table; and • all current directors and executive officers as a group. Unless otherwise indicated, the address for each person or entity named below is c/o Resources Connection, Inc., 17101 Armstrong Avenue, Irvine, CA 92614. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. TheExcept as otherwise indicated below, the percentage of beneficial ownership is based on 29,899,42633,750,861 shares of the Company’s common stock outstanding as of August 24, 2017.22, 2022.    Directors and Named Executive Officers    Number of Shares Beneficially Owned      Percentage of Shares Outstanding**   Donald B. Murray(1)      1,784,054        6 %  Anthony Cherbak(2)      582,700        *   Kate W. Duchene(3)      396,772        *   Nathan W. Franke(4)      310,260        *   A. Robert Pisano(5)      71,004        *   John D. Bower(6)      68,336        *   Anne Shih(7)      56,273        *   Susan Crawford(8)      49,601        *   Michael Wargotz(9)      47,273        *   Neil Dimick(10)      44,273        *   Robert Kistinger(11)      44,273        *   Jolene Sarkis(12)      44,273        *   Herbert M. Mueller(13)      39,263        *   Executive Officers and Directors as a group(13 persons)(14)      3,538,355        11.8 %  Name of Beneficial Owner     Number of Shares Beneficially Owned       Percentage of Shares Outstanding**   Directors and Named Executive Officers                 Donald B. Murray (1)     1,261,272       3.72%   Kate W. Duchene (2)     526,873       1.54%   Anthony Cherbak (3)     353,295       1.04%   Timothy L. Brackney (4)     204,262       *   A. Robert Pisano (5)     87,025       *   Jennifer Y. Ryu (6)     35,649       *   Neil Dimick (7)     35,273       *   Robert Kistinger (8)     35,273       *   Jolene Sarkis (9)     35,273       *   Lisa M. Pierozzi (10)     13,269       *   David P. White     8,275       *   Marco von Maltzan (11)     0       *   Executive Officers and Directors as a group (12 persons) (12)     2,595,739       7.46%   5% Stockholders                 BlackRock Inc. (13)     5,212,968       15.7%   Dimensional Fund Advisors LP (14)     2,369,038         7.1%   The Vanguard Group (15)     2,155,425       6.49%   47 5% Stockholders    Number of Shares Beneficially Owned      Percentage of Shares Outstanding**   BlackRock Fund Advisors(15)      3,764,267        10.7 %  Vanguard Group Inc.(16)      2,897,920        9.8 %  Dimensional Fund Advisors LP(17)      2,499,367        8.4 %  Royce & Associates, LP(18)      2,371,939        8.0 %  Table of Contents * Represents less than 1%. ** We determine beneficial ownership in accordance with the rules of the SEC. We deem (i) shares subject to options that are currently exercisable or exercisable within 60 days after August 24, 2017,22, 2022 and (ii) restricted stock units (including dividend equivalents credited with respect to such restricted stock units) vesting within 60 days after August 22, 2022, as outstanding for purposes of computing the share amount and the percentage ownership of the person(s) holding such awards, but we do not deem them outstanding for purposes of computing the percentage ownership of any other person. For those listed in the 5% Stockholders section of the table, we have reflected the percentage ownership as provided in the filing. (1) Includes 1,220,304770,304 shares beneficially owned by Mr. Murray in The Murray Family Trust, Donald B. Murray and Carol E. Murray, Trustees; and 300,000 shares beneficially owned by Mr. Murray in the Murray Family Income Trust, Donald B. Murray and Carol E. Murray, Trustees. Donald B. Murray and Carol E. Murray share voting and investment power over the shares held in these trusts. Also includes 563,750170,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017.22, 2022. (2) Includes 386,000 shares of common stock subject to options exercisable within 60 days of August 22, 2022. (3) Includes 25,000 shares beneficially owned by Mr. Cherbak in The Cherbak Family Trust, Anthony C. Cherbak and Debra L. Cherbak Trustees and 1,200400 shares owned by Mr. Cherbak as custodian of a child’s account. Mr. Cherbak has sole voting and investment power over shares held in these trusts. Also includes 435,500287,500 shares of common stock subject to options exercisable within 60 days of August 24, 2017.22, 2022. (3) (4) Includes 259,250184,750 shares of common stock subject to options exercisable within 60 days of August 24, 2017.22, 2022. (4) Includes 263,500 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (5) Includes 10,536 shares beneficially owned by Mr. Pisano in the Pisano Living Trust, Robert A. Pisano Trustee. Mr. Pisano has sole voting and investment power over shares held in the trust. Also includes 17,263 (6) Includes 18,750 shares of common stock subject to options exercisable within 60 days of August 24, 2017.22, 2022. (6) (7) Does not include 36,598 deferred restricted stock units that will be paid out in cash at the end of service to the extent then-vested. (8) Does not include 36,598 deferred restricted stock units that will be paid out in cash at the end of service to the extent then-vested. (9) Does not include 36,598 deferred restricted stock units that will be paid out in cash at the end of service to the extent then-vested. (10) Includes 35,1507,735 shares beneficially owned by Ms. Pierozzi in the Apsley Belgrave Trust, Lisa M. Pierozzi as Trustee. Ms. Pierozzi has sole voting and investment power over shares held in the trust. (11) Does not include 32,287 deferred restricted stock units that will be paid out in cash at the end of service to the extent then vested. (12) Includes 1,047,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017.22, 2022. (7) Includes 6,000 shares beneficially owned and jointly held by Ms. Shih and her husband over which they share voting and investment power. Also includes 15,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (8) Includes 14,328 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (9) Includes 12,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (10) Includes 9,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (11) Includes 9,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (12) Includes 9,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (13) Includes 12,000 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (14) Includes 1,654,741 shares of common stock subject to options exercisable within 60 days of August 24, 2017. (15) According to a Schedule 13G/A filed with the SEC on January 17, 2017,28, 2022, by BlackRock, Inc., as of December 31, 2016,2021, BlackRock, Inc. has sole voting power with respect to 3,764,2675,113,783 shares of common stock and sole dispositive power with respect to 3,854,1465,212,968 shares of common stock. The subsidiaries of BlackRock, Inc. that hold shares of our common stock being reported are listed in the Schedule 13G/A. The address of BlackRock, Inc., as listed in the Schedule 13G/A, is 55 East 52nd Street, New York, NY 10055. (16) (14) According to a Schedule 13G/A filed with the SEC on February 10, 2017, by The Vanguard Group, Inc., as of December 31, 2016, The Vanguard Group, Inc. has sole voting power with respect to 40,981 shares of common stock, shared voting power with respect to 8,900 shares of common stock, sole dispositive power with respect to 2,850,184 shares of common stock and shared dispositive power with respect to 47,736 shares of common stock. The subsidiaries of The Vanguard Group, Inc. that hold shares of our common stock being reported are listed in the Schedule 13G/A. The address of The Vanguard Group, Inc., as listed in the Schedule 13G/A is 100 Vanguard Blvd., Malvern, PA 19355. (17) According to a Schedule 13G filed with the SEC on February 9, 2017,8, 2022, by Dimensional Fund Advisors LP, as of December 31, 2016,2021, Dimensional Fund Advisors LP has sole voting power with respect to 2,363,5432,315,547 shares of common stock, and sole dispositive power with respect to 2,499,3672,369,038 shares of common stock. The address of Dimensional Fund Advisors LP, as listed in the Schedule 13G/A, is Building One, 6300 Bee Cave Road, Building One, Austin, TX 78746. As disclosed in the Schedule 13G/A, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and  48 Table of Contents (18) accounts, collectively referred to as the “Dimensional Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Dimensional Funds. In its role as investment advisor, sub-adviser and/or manager to certain Dimensional Funds, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the shares of the Company’s common stock that are owned by the Dimensional Funds and may be deemed to be the beneficial owner of the shares of the common stock of the Company held by the Dimensional Funds. However, all the shares of the Company’s common stock reported in the table above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of such shares of the Company’s common stock. (15) According to a Schedule 13G13G/A filed with the SEC on January 18, 2017,February 10, 2022, by Royce & Associates, LP,The Vanguard Group, as of December 31, 2016, Royce & Associates, LP2021, The Vanguard Group has soleshared voting power with respect to 35,073 shares of common stock, sole dispositive power with respect to 2,099,765 shares of common stock and shared dispositive power with respect to 2,371,93955,660 shares of common stock. The address of Royce & Associates, LP,The Vanguard Group, as listed in the Schedule 13G,13G/A is 745 Fifth Avenue, New York, NY 10151.100 Vanguard Blvd., Malvern, PA 19355. 49 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16Table of the Exchange Act requires our executive officers (as defined under Section 16), directors and persons who beneficially own greater than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. We are required to disclose any failure of these executive officers, directors and 10% stockholders to file these reports by the required deadlines. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no report on Form 5 was required for such persons, we believe that, for the reporting period covering fiscal 2017, with the exception of amended Form 4 filings by Kate Duchene and Anthony Cherbak each dated September 16, 2016 to clarify a grant date, delayed Form 3 filings by Herbert Mueller and John Bower indicating their beneficial ownership in our stock after their appointments to Chief Financial Officer and Chief Accounting Officer respectively, and an amendment to Mr. Bower’s Form 3 to include additional shares of stock, all executive officers and directors complied, on a timely basis, with all their reporting requirements under Section 16(a) for such fiscal year.Contents PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20182023 The Audit Committee of the Board of Directors has appointed the accounting firm of RSM US LLP as the Company’s independent registered public accounting firm to conduct the annual audit of Resources Connection’sthe Company’s financial statements for fiscal year 2018.2023. If the stockholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain RSM US LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders. A representative of RSM US LLP will be available at the Annual Meeting to answer any appropriate questions concerning the independent registered public accounting firm’s areas of responsibility and will have an opportunity to make a statement if he or she desires to do so. Fees The following table shows information about RSM US LLP’s fees for services provided to the Company in fiscal year 20172022 and 2016.2021.          2017      2016     2022     2021   Audit Fees    $ 736,500      $ 689,400   $ 1,290,694   $ 1,227,535   Audit Related Fees(1)      —        —   $ 100,300   $ 52,400   Tax Fees(2)    $ 9,500        —   $ 6,100   $ 6,500   All Other Fees      —        —   $ 0   $ 0   (1) Audit Related Fees include those fees for professional services reasonably related to the performance of the audit or review of financial statements. (2) Tax Fees include global compliance and reporting for our tax return and information-reporting requirements. Audit Committee Policy Regarding Pre-Approval of Services of Independent Registered Public Accounting Firm As set forth in its charter, the Audit Committee has the sole authority to review in advance, and grant any appropriate pre-approval of: (1) all auditing services to be provided by the independent registered public accounting firm and (2) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act, and in connection therewith to approve all fees and other terms of engagement. Such pre-approval can be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual basis. The pre-approval of non-auditing services can be delegated by the Audit Committee to one or more of its members, but the decision must be presented to the full Audit Committee at the next scheduled meeting. In fiscal 20172022 and 2016,2021, all fees of RSM US LLP were pre-approved by the Audit Committee. The Board unanimously recommends that stockholders vote FORProposal 2 to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2023. 50 Table of Directors unanimously recommends a vote FOR ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2018.Contents The following report of the Audit Committee does not constitute soliciting material and shall not be deemed filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act or incorporated by reference in any document so filed. AUDIT COMMITTEE REPORT To the Board of Directors of Resources Connection, Inc.: As set forth in more detail in the Audit Committee charter, the Audit Committee’s primary responsibilities fall into three categories: • first, the Audit Committee is responsible for overseeing the preparation of and reviewing the quarterly and annual financial reports prepared by the Company’s management, including discussions with management and the Company’s outside independent registered public accounting firm regarding significant accounting and reporting matters; • second, the Audit Committee is responsible for the engagement, compensation, retention and oversight of all of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting), as well as determining whether the outside registered public accounting firm is independent (based in part on the annual letter provided to the Company pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding the public accounting firm’s communications with the Audit Committee concerning independence); and • third, the Audit Committee oversees management’s implementation of effective systems of internal controls. first, the Audit Committee is responsible for overseeing the preparation of and reviewing the quarterly and annual financial reports prepared by the Company’s management, including discussions with management and the Company’s outside independent registered public accounting firm regarding significant accounting and reporting matters; second, the Audit Committee is responsible for the engagement, compensation, retention and oversight of all of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting), as well as determining whether the outside registered public accounting firm is independent (based in part on the annual letter provided to the Company pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding the public accounting firm’s communications with the Audit Committee concerning independence); and third, the Audit Committee oversees management’s implementation of effective systems of internal controls. The Audit Committee has reviewed and discussed with the Company’s management and its independent registered public accounting firm, RSM US LLP, the Company’s audited financial statements for the year ended May 27, 2017,28, 2022, known as the Audited Financial Statements. Management advised the Audit Committee that the Audited Financial Statements were prepared in accordance with generally accepted accounting principles. In addition, the Audit Committee discussed with RSM US LLP the matters required to be discussed byPCAOB Auditing Standard 1301 (previously Auditing Standard No. 16), Communications with Audit Committees. the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee also has received and reviewed the written disclosures and the letter from RSM US LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with that firm its independence from the Company. The Audit Committee also discussed with the Company’s management and RSM US LLP such other matters, and received such assurances from that firm, as the Audit Committee deemed appropriate. Management is responsible for the Company’s internal controls and the financial reporting process. RSM US LLP is responsible for performing an independent audit of the Company’s financial statements and the Company’s internal controlscontrol over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. Based on the foregoing review and discussions and a review of the reports of RSM US LLP with respect to the Audited Financial Statements, and relying thereon, the Audit Committee recommended to the Company’s Board of Directors the inclusion of the Audited Financial Statements in Resources Connection’sthe Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2022. THE AUDIT COMMITTEE Neil Dimick, Chairperson Robert Kistinger Marco von Maltzan Lisa M. Pierozzi 51 Table of Contents PROPOSAL 3. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE RESOURCES CONNECTION, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN GENERAL At the 2022 Annual Meeting, stockholders will be asked to approve an amendment and restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), which would increase the maximum number of shares of our common stock authorized for issuance under the ESPP by an additional 1,500,000 shares. This amendment and restatement was adopted, subject to stockholder approval, by our Board on August 18, 2022. Under Section 423 of the Internal Revenue Code, we may not increase the ESPP share limit without stockholder approval. Currently, a total of 1,825,000 shares of our common stock are authorized for issuance under the ESPP. Of these shares, 1,335,583 shares have previously been purchased and 489,417 shares remain available for purchase in the current and future offering periods as of August 22, 2022. If stockholders approve the amendment and restatement of the ESPP, the maximum number of shares that may be issued under the ESPP will increase from 1,825,000 shares to 3,325,000 shares. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code. It provides each of our eligible employees with an opportunity to purchase shares of the Company’s common stock at a discount through accumulated payroll deductions. The Board believes that maintaining an ESPP will help us retain and motivate eligible employees and will help further align the interests of eligible employees with those of our stockholders. Key features of our current stock purchase program are as follows: • The ESPP operates in a series of successive six-month offering periods, with an offering period beginning on or about each January 16 and each July 16 and ending on or about the immediately following July 15 or January 15, respectively; • ESPP purchases occur on the last day of each offering period and the per share purchase price is 85% of the fair market value of a share of the Company’s common stock on either the first or last day of the offering period, whichever is less; • The number of shares of the Company’s common stock that would be authorized for issuance under the ESPP if stockholders approve the amendment and restatement of the ESPP (1,989,417 shares, which is the 489,417 shares currently available for issuance under the ESPP as of August 22, 2022 plus the proposed 1,500,000 new shares) would be less than 5.9% of the total 33,750,861 shares of the Company’s common stock that were issued and outstanding as of August 22, 2022; and • Available to all U.S. employees and non-U.S. employees of designated subsidiaries (which are currently located in Canada, Hong Kong, Japan, the Netherlands, Singapore and the United Kingdom) with 90 days or more of continued employment. STOCKHOLDER APPROVAL REQUIREMENT Unless and until our stockholders approve the amended and restated version of the ESPP, the ESPP will continue to operate in accordance with its current terms and from the shares currently available for issuance under the ESPP without regard to the amendment and restatement being proposed in this Proposal 3. Our Board approved the additional share authority requested under the ESPP to help ensure that a sufficient reserve of common stock remains available for issuance under the ESPP to allow us to continue the plan in the future. Our Board recommends that stockholders vote FOR this Proposal 3 to approve the amendment and restatement of the 2019 Employee Stock Purchase Plan. Our executive officers are eligible to participate in the ESPP and thus have a personal interest in the approval of the proposed amendment and restatement of the ESPP. In the event the stockholders do not approve the proposed amendment and restatement of the ESPP, the ESPP will continue in operation pursuant to its current terms with no change to the 1,825,000 shares that are currently authorized for issuance under the ESPP. 52 Table of Contents SUMMARY DESCRIPTION OF THE RESOURCES CONNECTION, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED) The principal terms of the ESPP (as proposed to be amended and restated) are summarized below. The following summary is qualified in its entirety by the full text of the ESPP (as proposed to be amended and restated), which is included as Annex A to this Proxy Statement. Purpose. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase shares of the Company’s common stock at a favorable price and upon favorable terms in consideration of the participating employees’ continued services. The ESPP is intended to provide an additional incentive to participating eligible employees to remain in the Company’s employ and to advance the best interests of the Company and its stockholders. Offering Periods and Purchase Dates. Shares of the Company’s common stock are offered under the ESPP through a series of offering periods. Offering periods are generally six months in duration, but the administrator may provide in advance that a particular offering period will be of a different duration. However, an offering period may not be shorter than three months and may not be longer than 27 2017.months. When an eligible employee elects to join an offering period, he or she agrees to contribute a portion of his or her compensation to the plan for that period. Amounts contributed to the ESPP constitute general corporate assets of the Company and may be used for any corporate purpose. On the last day of the offering period, all payroll deductions collected from the participant during that offering period are automatically applied to the purchase of the Company’s common stock, subject to certain limitations. The price paid for the purchase of a share of stock under the ESPP at the end of each offering period is generally 85% of the lower of (a) the fair market value of the Company’s common stock on the first trading day of that offering period or (b) the fair market value of the Company’s common stock on the last trading day of that offering period, provided that the administrator may establish another purchase price prior to an offering period by applying a discount amount, not to exceed 15%, to either (a) the fair market value of the Company’s common stock on the first trading day of that offering period or (b) the fair market value of the Company’s common stock on the last trading day of that offering period. Participants in the ESPP generally may not accrue rights to purchase stock under all employee stock purchase plans (as described in Section 423 of the U.S. Internal Revenue Code) of the Company and its subsidiaries at a rate exceeding $25,000 (based on the fair market value of the stock at the beginning of the applicable offering period) for each calendar year in which the purchase right is outstanding. Shares Available. Currently, a total of 1,825,000 shares of our common stock are authorized for issuance under the plan. As noted above, as of August 22, 2022, 1,335,583 shares have previously been purchased and 489,417 shares remain available for purchase in the current and future offering periods. If stockholders approve this Proposal 3, the total number of shares of our common stock authorized for issuance under the ESPP will be increased by an additional 1,500,000 shares, from 1,825,000 shares to 3,325,000 shares. Anti-dilution Adjustments. As is customary in stock incentive plans of this nature, the number and kind of shares available under the ESPP, as well as ESPP purchase prices and share limits, are subject to adjustment in the case of certain corporate events. These events include reorganizations, mergers, combinations, consolidations, recapitalizations, reclassifications, stock splits, stock dividends, asset sales or other similar unusual or extraordinary corporate events, or extraordinary dividends or distributions of property to the Company’s stockholders. Eligibility and Participation. All persons who are employed by the Company or designated subsidiaries at the start of an offering period, including officers and employee directors, and who have been employed for at least 90 days, are generally eligible to participate in the ESPP for that offering period. An eligible employee may become a participant by completing a stock purchase agreement authorizing payroll deductions and filing it with the Company’s payroll office prior to the applicable enrollment date. Payroll deductions are generally limited to 15% of each participant’s compensation. A participant generally cannot purchase more than 3,000 shares of common stock under the ESPP with respect to any one offering period. The plan administrator may adjust such 15% and 3,000 share limits prior to the start of an offering period without stockholder approval. A participant generally may elect to terminate and/or withdraw his or her contributions during an offering period, and participation ends automatically on a participant’s termination of employment. If a participant’s participation in the ESPP terminates during an offering period, he or she will no longer be permitted to make contributions to the ESPP for that Offering Period and the contributions previously credited to his or her ESPP account generally will be refunded to the participant in cash. However, a participant’s termination from participation will not have any effect upon his or her ability to participate in any succeeding offering period, provided that the applicable eligibility and participation requirements are again then met. As of August 22, 2022, approximately 3,400 employees of the Company and its designated subsidiaries (including all of the Company’s executive officers) were eligible to participate in our ESPP. 53 Table of Contents No employee can participate in the ESPP if, after entering the offering period, he or she would be deemed to own stock of the Company possessing more than five percent of the total combined voting power of all of the Company’s outstanding stock. Transfer Restrictions. A participant’s rights with respect to purchase rights under the ESPP, as well as contributions credited to his or her ESPP account, may not be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution. Administration, Amendment and Termination of the Plan. The ESPP is administered by the Board or by a committee appointed by the Board. Currently, the Compensation Committee of our Board administers the ESPP. Our Board may amend, modify or terminate the plan at any time and in any manner, and to construe and interpret the ESPP, provided that the existing rights of participants are not materially adversely affected thereby. The ESPP administrator also may, from time to time, without stockholder approval and without limiting our Board of Director’s amendment authority, designate those subsidiaries of the Company whose employees may participate in the ESPP and, subject only to certain limitations under the U.S. Internal Revenue Code, change the ESPP’s eligibility rules. The administrator also may adopt rules, procedures or sub-plans applicable to particular subsidiaries or locations (for example and without limitation, as to participants employed in a particular jurisdiction outside of the U.S. who are subject to other applicable laws and regulations), which sub-plans may be designed to be outside of the scope of Section 423 of the Internal Revenue Code and need not comply with the otherwise applicable provisions of Section 423 of the Internal Revenue Code. Decisions of the ESPP administrator with respect to the ESPP are final and binding on all persons. Stockholder approval for any amendment will only be required to the extent necessary to meet the requirements of Section 423 of the Internal Revenue Code or to the extent otherwise required by law or Nasdaq rules. If stockholders approve the ESPP and unless previously terminated by our Board, no new offering periods will commence on or after July 16, 2029, or, if earlier, when no shares remain available for issuance under the ESPP. No Limit on Other Plans. The ESPP does not limit the ability of the Board or any committee of the Board to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority. U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE AUDIT COMMITTEEESPP Neil Dimick, ChairpersonFollowing is a general summary of the current U.S. federal income tax principles applicable to the ESPP. The following summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences. Robert KistingerThe ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code. Participant contributions to the ESPP are made on an after-tax basis. That is, a participant’s contributions are deducted from compensation that is taxable to the participant and for which the Company is generally entitled to a tax deduction. Michael Wargotz Generally, no taxable income is recognized by a participant with respect to either the grant or exercise of his or her option under the ESPP. The Company will have no tax deduction with respect to either of those events. A participant will generally recognize income (or loss) only upon a sale or disposition of any shares that the participant acquires under the ESPP. The particular tax consequences of a sale of shares acquired under the ESPP depend on whether the participant has held the shares for a “Required Holding Period” before selling or disposing of the shares. The Required Holding Period starts on the date that the participant acquires the shares under the ESPP and ends on the later of (1) two years after the first day of the offering period in which the participant acquired the shares, or (2) one year after the purchase date on which the participant acquired the shares. If the participant holds the shares for the Required Holding Period and then sells the shares at a price in excess of the purchase price paid for the shares, the gain on the sale of the shares will be taxed as ordinary income to the participant to the extent of the lesser of (1) the amount by which the fair market value of the shares on the first day of the offering period in which the participant acquired the shares exceeded the purchase price of the shares, or (2) the gain on the sale of the shares. Any portion of the participant’s gain on the sale of the shares not taxed as ordinary income will be taxed as long-term capital gain. If the participant holds the shares for the Required Holding Period and then sells the shares at a price less than the purchase price paid for the shares, the loss on the sale will be treated as a long-term capital loss to the participant. The Company will not be entitled to a tax deduction with respect to any shares held by the participant for the Required Holding Period, regardless of whether the shares are eventually sold at a gain or a loss. 54 Table of Contents The participant has a “Disqualifying Disposition” if the participant disposes of the shares before the participant has held the shares for the Required Holding Period. If the participant sells the shares in a Disqualifying Disposition, the participant will realize ordinary income in an amount equal to the difference between the fair market value of the shares on the date on which the participant acquired the shares and the purchase price paid for the shares, and the Company generally will be entitled to a corresponding tax deduction. In addition, if the participant makes a Disqualifying Disposition of the shares at a price in excess of the fair market value of the shares on the purchase date, the participant will realize capital gain in an amount equal to the difference between the selling price of the shares and the fair market value of the shares on the purchase date. Alternatively, if the participant makes a Disqualifying Disposition of the shares at a price less than the fair market value of the shares on the purchase date, the participant will realize a capital loss in an amount equal to the difference between the fair market value of the shares on the purchase date and the selling price of the shares. The Company will not be entitled to a tax deduction with respect to any capital gain realized by the participant. SPECIFIC BENEFITS UNDER THE ESPP Participation in the ESPP is voluntary and is dependent on each eligible employee’s election to participate and his or her determination as to the amount of contributions set aside to purchase shares under the ESPP (subject to the limits discussed above). Accordingly, future purchases under the ESPP are not determinable. If the share increase reflected in this Proposal 3 had been in effect for fiscal 2022, we do not expect that the number of shares purchased by participants in the plan during that year would have been materially different than the number of shares purchased under the ESPP as set forth in the table below. For the six-month offering periods that ended in the Company’s fiscal 2020, fiscal 2021, and fiscal 2022, and for the first offering period in fiscal 2023 that occurred in July 2022, the total number of shares of our common stock purchased under the ESPP was 184,222, 506,715, 461,992 and 182,654 shares, respectively. The ESPP was only in place for one offering period in fiscal 2020 and 215,379 shares were purchased in fiscal 2020 under our predecessor Employee Stock Purchase Plan. However, because benefits under the ESPP may change based on any number of variables, including, without limitation, the fair market value of the Company’s common shares at various future dates, the number of our employees who elect to participate in the ESPP, and the amount employees elect to contribute, it is not possible to determine the benefits that will be received by employees if the proposed ESPP amendment and restatement is approved by stockholders, but we currently estimate that the 1,989,417 shares that will be available for issuance under the ESPP if stockholders approve this Proposal 3 (the 489,417 shares currently available for issuance under the ESPP as of August 22, 2022 plus the proposed 1,500,000 additional shares) will last approximately three to four years based on the closing price of a share of the Company’s common stock as of August 22, 2022, the approximately 700 eligible employees participating in the ESPP as of that date and their contribution elections then in effect. The closing market price for a share of the Company’s common stock as of August 22, 2022 was $20.97 per share. 55 Table of Contents AGGREGATE PAST PURCHASES UNDER THE EMPLOYEE STOCK PURCHASE PLAN As of August 22, 2022, 1,335,583 shares of the Company’s common stock had been purchased under the ESPP. The following number of shares had been purchased under the ESPP as of the date by the persons and groups identified below: Name and Position Aggregate Number of Shares Purchased Under the ESPP in Fiscal 2022 Aggregate Number of Shares Purchased Under the ESPP in All Completed Purchase Periods Named Executive Officers     Kate Duchene, President and Chief Executive Officer 1,759 6,976 Timothy L. Brackney, President and Chief Operating Officer 1,826 7,040 Jennifer Y. Ryu, Executive Vice President and Chief Financial Officer 1,826 7,039 Total of all Current Executive Officers as a Group (3 persons) 5,411 21,055 Total of all Current Non-Employee Directors as a Group (9 persons) (1) — — Each other person who has received 5% or more of the options, warrants or rights under the ESPP — — All employees, including all current officers who are not executive officers or directors, as a group 456,581 1,314,528 (1) Non-employee directors are not eligible to participate in the Company’s employee stock purchase plan. 56 Table of Contents EQUITY COMPENSATION PLAN INFORMATION The following table sets forth, for the Company’s compensation plans under which equity securities of the Company are authorized for issuance, the number of shares of the Company’s common stock subject to outstanding options, warrants, and rights, the weighted-average exercise price of outstanding options, warrants, and rights, and the number of shares remaining available for future award grants as of May 28, 2022: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))   (a)   (b)   (c) Equity compensation plans approved by security holders 4,125,443   (1) $ 16.08   (2) 2,387,192   (3) Equity compensation plans not approved by security holders —     —   —   Total 4,125,443   $ 16.08   2,387,192   (1) This amount consists of (i) 777,597 shares of our common stock subject to unvested restricted stock units and performance stock units granted under our 2020 Plan (with performance stock units included assuming that 129% of the “target” level of performance was attained, which was the level achieved as of May 28, 2022), (ii) 2,789,950 shares subject to stock options granted under our 2014 Performance Incentive Plan, and (iii) 557,896 shares subject to stock options granted under our 2004 Performance Incentive Plan. This amount does not include 14,712 shares and 198,728 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2014 Performance Incentive Plan and our 2020 Plan, respectively, and it does not include 141,064 shares of cash-settled stock units issued and outstanding under our Directors Deferred Compensation Plan. (2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock awards, restricted stock units and performance stock unit awards issued under our 2014 Performance Incentive Plan and our 2020 Plan and the cash-settled stock units issued under our Directors Deferred Compensation Plan. (3) Consists of 671,984 shares available for issuance under our ESPP and 1,715,208 shares available for issuance under our 2020 Plan. Shares available under the 2020 Plan generally may be used for any type of award authorized under that plan including stock options, restricted stock, stock bonuses, performance stock, performance stock units, stock units, phantom stock and other forms of awards granted or denominated in our common stock. VOTE REQUIRED AND RECOMMENDATION OF THE BOARD The affirmative vote of a majority in voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required for approval of the amended and restated ESPP. The Board believes that approval of the amended and restated ESPP will promote the interests of the Company and its stockholders and continue to enable the Company to attract, retain and award persons important to its success. All of our executive officers are eligible to participate in the ESPP and thus have a personal interest in the approval of the amended and restated ESPP. The Board unanimously recommends that stockholders vote FORProposal 3 to approve the Amendment and Restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan as described above. 57 Table of Contents EXECUTIVE COMPENSATION The following discussion of named executive officer compensation contains descriptions of various employment-related agreements and employee compensation plans. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the agreements and plans that we have filed as exhibits to our Annual Report on Form 10-K for the year ended May 27, 201728, 2022, filed with the SEC on July 24, 201728, 2022. COMPENSATION DISCUSSION AND ANALYSIS Introduction This Compensation Discussion and Analysis (“CD&A”) describes the Company’s compensation philosophy, explains the objectives of our compensation programs and sets forth the elements of the compensation paid or awarded to, or earned by our Chief Executive Officer and the other NEOs identified in the Summary Compensation Table — Fiscal Years 2015-2017. This CD&A also provides the Company’s analysis of these policies and decisions.for fiscal 2022. The Company’s NEOs for fiscal 2017 were: 2022 are: Name Age Position Kate W. Duchene 59 54 President and Chief Executive Officer and President Herbert M. Mueller Jennifer Y. Ryu 47 60 Executive Vice President and Chief Financial Officer and Executive Vice President John D. Bower Timothy L. Brackney 50 56 President and Chief AccountingOperating Officer Anthony Cherbak			63			Former Chief Executive Officer and President
Nathan W. Franke			56			Former Chief Financial Officer and Executive Vice President