Current Report Filing (8-k)
October 05 2016 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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October
4, 2016
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RESOURCES CONNECTION, INC.
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Delaware
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0-32113
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33-0832424
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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17101 Armstrong Avenue, Irvine, California
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92614
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(714) 430-6400
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Not applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 4, 2016, Anthony C. Cherbak, President and Chief Executive
Officer (“CEO”) of Resources Connection, Inc. (the “Company”), notified
the Company of his intention to retire as CEO of the Company due to
recent health issues, effective October 7, 2016. Mr. Cherbak will
continue to serve the Company as a member of the Board of Directors. He
is currently up for reelection at the Company’s 2016 Annual Meeting of
Shareholders for a three-year term expiring at the annual meeting in
2019. The Board continues to recommend Mr. Cherbak for
election. Following his retirement as CEO, Mr. Cherbak will enter into
a part-time employment arrangement with the Company to serve as a
Special Advisor during a transition period. The terms and conditions of
that arrangement will be disclosed on a future date when they are
finalized.
Concurrent with Mr. Cherbak’s retirement as CEO, the Board of Directors
has activated its formal Emergency Succession Plan and appointed Kate W.
Duchene, 53, to the role of Interim CEO. Ms. Duchene has most recently
held the role of Chief Legal Officer, Executive Vice President, Human
Resources & Secretary, for the Company, positions she has held since
2000. In 2012, Ms. Duchene also assumed leadership and financial
responsibility for the Company’s legal consulting business, RGP
Legal. Ms. Duchene is a graduate of Stanford University and received
her law degree from New York University School of Law. Ms. Duchene will
be a candidate for the permanent CEO role, along with other senior
leaders at the Company who have been identified in the Company’s
Succession Plan. The Board has formed a Search Committee to determine
the search strategy and to select the Company’s permanent CEO. The
search may extend to external candidates.
There are no arrangements or understandings between Ms. Duchene and any
other persons pursuant to which she was selected as an officer of the
Company. There are also no family relationships between Ms. Duchene and
any director or executive officer of the Company, and Ms. Duchene does
not have any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The full text of the Company’s press release, “Resources Connection,
Inc. Reports Unexpected CEO Change,” issued on October 5, 2016, is
included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1 Press Release issued October 5, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RESOURCES CONNECTION, INC.
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Date: October 5, 2016
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By: /s/ HERBERT MUELLER
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Herbert Mueller
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 99.1
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Press Release issued October 5, 2016
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