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) August
17, 2009
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RESOURCES
CONNECTION, INC.
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___________________________________________________________________________________________________________
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Delaware
(State
or other jurisdiction
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0-32113
(Commission
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33-0832424
(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, CA
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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 (714)
430-6400
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Not
applicable
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(Former
name or former address, if changed since last
report.)
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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 August
18, 2009, Resources Connection, Inc. (the “Company” or “Resources”) announced
the appointment of Anthony Cherbak as the Company’s President and Chief
Operating Officer. Mr. Cherbak has served as the Company’s Executive
Vice President of Operations since 2005 and as Executive Vice
President and President of International Operations since 2008. Prior
to joining Resources, Mr. Cherbak was a partner with Deloitte & Touche LLP,
a professional services firm, where he spent the majority of his
career. While with Deloitte & Touche LLP, Mr. Cherbak led the
firm’s consumer business practice for its Pacific Southwest region and most
recently served as Partner in Charge of the audit practice in Orange
County.
The
Company also announced the resignation of Karen M. Ferguson from her
position as Executive Vice President and Chief Strategy Officer effective August
21, 2009. She has also resigned as a member of the Company’s Board of
Directors, effective August 17, 2009. In connection with
Ms. Ferguson’s resignation on August 21, 2009 (the “Separation Date”), the
Company and Ms. Ferguson entered into a Severance and General Release Agreement
(the “Severance Agreement”). The Severance Agreement is attached as
Exhibit 10.1 and the terms thereof are incorporated by reference
herein.
Under the
terms of the Severance Agreement, the Company has agreed to pay Ms. Ferguson, a
lump sum payment of $1,155,000 (less applicable tax withholdings) on March 1,
2010. Ms Ferguson will continue to receive her regularly scheduled
salary, and car allowance, through December 31, 2009. No bonus will
be payable to Ms. Ferguson for any period after the Separation
Date.
All of
Ms. Ferguson’s outstanding unvested stock options, which she was awarded during
her employment, will automatically vest as of the Separation Date and will
remain exercisable for the duration of the term of such awards (generally 10
years following the date of the award), after which time they will expire and be
canceled. The Company expects to record a non-cash charge of
approximately $632,000 resulting from the vesting of Ms. Ferguson’s outstanding
stock options.
Ms.
Ferguson and her dependents will also be allowed continued participation in the
Company’s group health insurance plans at the Company’s expense for a period of
two (2) years following the Separation Date, subject to earlier termination upon
her eligibility to participate in substantially comparable group health plans of
a subsequent employer or other entity.
Ms.
Ferguson will be subject to various restrictive covenants for a period of
twenty-four (24) months after the Separation Date, including covenants contained
in the Employment Agreement between Ms. Ferguson and the Company, dated July 17,
2008.
In
accordance with applicable law, Ms. Ferguson may revoke the Severance Agreement
at any time during the seven days following the execution of the Severance
Agreement, in which case she will not be entitled to the payments provided in
the Severance Agreement.
Effective
August 17, 2009, the Company’s Board of Directors elected Mr. Cherbak as a
management member of the Board of Directors to fill Ms. Ferguson’s Board term
expiring in 2010 and reduced the size of the Board of Directors to nine (9)
members.
Item 7.01
Regulation FD Disclosure
The full
text of the Company’s press release, issued on August 18,
2009, announcing Mr. Cherbak’s assumption of the role as
President and Chief Operating Officer, as well as his appointment to the Board
of Directors, Ms. Ferguson’s resignation and the reduction in the size of the
Board of Directors is included as Exhibit 99.1 to this report.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Severance
and General Release Agreement, dated August 17, 2009, between Karen M.
Ferguson and Resources Connection, Inc. |
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99.1
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Press
release, dated August 18,
2009. |
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: August
18, 2009
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By: /s/ Kate
W. Duchene
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Kate
W. Duchene
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Chief
Legal Officer & Secretary
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