RESOURCES CONNECTION, INC. 8-K

What Happened

• On May 5, 2026 Resources Connection, Inc. (RGP) filed an 8-K announcing that directors A. Robert Pisano and Robert Kistinger will retire from the Board effective immediately prior to the Company’s 2026 Annual Meeting (they will remain on the Board until that meeting). Mr. Pisano will remain Board Chair through the Annual Meeting.
• The Board appointed CEO Roger Carlile to serve as Chair of the Board upon Mr. Pisano’s retirement, and named Susan Collyns as Lead Independent Director effective at the 2026 Annual Meeting. The Board will shrink to six directors after the two retirements.
• The Company issued a press release on May 5, 2026 to describe these changes.

Key Details

• Directors retiring: A. Robert Pisano and Robert Kistinger; retirements effective immediately prior to the 2026 Annual Meeting (filed May 5, 2026).
• Chair succession: Roger Carlile (President & CEO) appointed to serve as Board Chair upon Pisano’s retirement.
• Lead independent director: Susan Collyns to serve as Lead Independent Director effective at the 2026 Annual Meeting.
• Director compensation change: On April 23, 2026 the Board cut the non-employee Chair retainer by 50%, from $250,000/year to $125,000/year; Carlile (an employee) will not be eligible for the Chair retainer.

Why It Matters

• Governance shift: Appointing the CEO as Board Chair concentrates leadership roles, while naming a lead independent director is a governance step to preserve independent board oversight.
• Cost and structure impact: The reduced Chair retainer lowers potential compensation expense for a future non-employee Chair; the Board will be smaller (six members) after the retirements.
• For investors: These are governance and leadership changes that affect board composition and oversight. Monitor proxy materials and the Annual Meeting for any additional context or voting items related to board composition and governance.