RGP amends bylaws to adopt universal proxy rules and exclusive forum provision

RESOURCES CONNECTION, INC.

Amendments incorporate SEC universal proxy rules (Rule 14a-19) into advance notice provisions for director nominations.
New exclusive forum clause designates Delaware Court of Chancery for derivative actions and federal court for Securities Act claims.
Stockholders limited to nominating no more than directors to be elected; additional nominations after deadline prohibited.
Proxy card color reserved for Board use (white); soliciting stockholders must use non-white card.
Technical updates align with recent DGCL amendments on electronic transmissions, adjournment, and stockholder list.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RESOURCES CONNECTION, INC.: Amended bylaws to incorporate universal proxy rules, revise advance notice provisions, update procedural matters per DGCL amendments, adopt exclusive forum, and make other changes (effective 2025-06-06).

Change: bylaw amendment
Effective: 2025-06-06

Exact text from the filing

On June 6, 2025, the Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) approved amendments to the Company’s Third Amended and Restated Bylaws (the “Bylaws”), effective immediately, to, among other things: • incorporate the universal proxy rules (Rule 14a-19) promulgated by the U.S. Securities and Exchange Commission into the advance notice provisions applicable to director nominations in Section 7 of Article III;

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RESOURCES CONNECTION, INC. filing history →

Source: SEC EDGAR

accession 0001084765-25-000065

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