RESOURCES CONNECTION, INC.

TABLE OF CONTENTS



Our offices serve our multinational clients throughout the world with a client focus rather than from just a regional/office perspective. To enhance our ability to serve multinational clients, we served our clients from 48 offices in the United States and from 26 offices within 21 countries abroad as of May 26, 2018.

Revenue from the Company’s major geographic areas was as follows (in thousands):world.



See Note 15 —Segment Information and Enterprise Reporting — to the Consolidated Financial Statements for additional information concerning the Company’s domestic and international operations and Part I Item 1A, “Risk Factors — Our ability to serve clients internationally is integral to our strategy and our international activities expose us to additional operational challenges that we might not otherwise face” for information regarding the risks attendant to our international operations.

We believe our distinctive culture is a valuable asset and is, in large part, due to our management team, which has extensive experience in the professional services industry. Most of our senior management have Big Four, management consulting and/or Fortune 500 experience and an equity interest in the Company. This team has created a culture of professionalism and a client service orientation that we believe fosters in our consultants a feeling of personal responsibility for, and pride in, client projects and enables us to deliver high-quality service and results to our clients.

Industry Background and Trends

Changing Market for Project- or Initiative-Based Professional Services

RGP’s services respond to a growing marketplace trend: namely, corporate clients are increasingly choosing to plan foraddress their workforce needs in more flexible ways. We believe this growing shift in workforce strategy towards a project-based orientation might also be accelerated by the growing trend in the future of work will be project-based and not role based.COVID-19 pandemic with an enhanced emphasis on business agility. Permanent headcount isprofessional personnel positions are being reduced as clients purposely engage agile talent for project initiatives and transformation work.

While the market for professional services is broad and fragmented and independent data on the size of the market is not readily available, we believe companies may be more willing to choose alternatives to permanent headcount and traditional professional service providers because of evolving economic competitive pressure and continuing compliance with increases ingovernment-led regulatory requirements. We believe RGP is positioned as a viable alternative to traditional accounting, consulting and law firms in numerous instances because, by using project consultants, companies can:

Typically, companiesCompanies use a varietymix of alternativesalternative resources to fillexecute on projects. Some companies rely solely on their project needs. Companiesown employees who may lack the requisite time, experience or skills for specific projects. They may outsource entire projects to consulting firms, which provides them access to the expertise of the firm but often entails significant cost and less management control of the project. Companies also supplement their internal resources with employees from the Big Four accounting firms or other

traditional professional services firms. CompaniesAs a more cost-efficient alternative, companies sometimes use temporary employees from traditional and Internet-based staffing firms, although these employees may be less experienced or less qualified than employees from professional services firms. Finally, some companies rely solely oncan supplement their owninternal resources with employees who may lack the requisite time, experiencefrom agile consulting or skills.other traditional professional services firms, like RGP. The use of project consultants as a viable alternative to traditional accounting, consulting and law firms allows companies to:

Supply of Project Consultants

Based on discussions with our consultants, we believe the number of professionals seeking to work on an agile basis has historically increasedbeen increasing due to a desire for:

The employment alternatives available to professionals may fulfill some, but not all, of an individual’s career objectives. A professional working for a Big Four firm or a consulting firm may receive challenging assignments and training, buttraining; however, he or she may encounter a career path with less choice and less flexible hours, extensive travel and limited control over work engagements. Alternatively, a professional who works as an independent contractor faces the ongoing task of sourcing assignments and significant administrative burdens, including potential tax and legal issues.

Resources Global Professionals’

RGP’s Solution

We believe RGP is ideally positioned to capitalize on the confluence of the industry trendsshifts described above. We believe, based on discussions with our clients, that RGP provides the agility companies desire in today’s highly competitive and quickly evolving business environment. We are able to combine all ofOur solution offers the following:following elements:



RGP’s Strategic Priorities



Resources Global Professionals’ Strategy

Our Business Strategy

We are dedicated to serving our clients with highly qualified and experienced talent in support of projects and initiatives in a broad array of functional areas, including accounting; finance; governance, risk and compliance management; corporate advisory, strategic communications and restructuring; information management; human capital; supply chain management; and legal and regulatory. including:

Our objective is to build RGP’s reputation as the premier provider of agile consulting serviceshuman capital solutions for companies facing transformation, change and compliance challenges. We have developed the following business strategies to achieve our objectives:

particular industry.client. No single customer accounted for more than 10% of revenue for the years ended May 26,2020, 2019 or 2018 May 27, 2017 and May 28, 2016, and in fiscal 2018,years. In fiscal 2020, our 10 largest clients accounted for approximately 15%16% of our revenues.

The clients listed below are representative of the multinational and industry diversity of our client base:

Operations



Services and Products

RGP’s business model and operating philosophy are rooted in the support ofclient-led projects and consulting initiatives, extending to advisory-based services that leverage the deep experience and expertise of our internal team while partnering with our clients’ business leaders. Often, we deliver our services to clients across multiple functional areas of expertise with consultants from several disciplines working on the same project. Our areas of core competency include: finance and accounting; information management; human capital; corporate advisory, strategic communications and restructuring services; legal and regulatory; governance, risk and compliance; and supply chain management.

Finance & Accounting

RGP’s Finance and Accounting services encompass accounting operations, financial reporting, internal controls, financial analyses and business transactions. Clients utilize our services to bring accomplished talent to bear on internally driven change initiatives, such as M&A activities, or externally mandated change, such as required implementations of new accounting standards, as well asday-to-day operational issues. We provide specialized skills and then transfer knowledge to clients in order to help them leverage their own personnel. RGP specializes in providing customized solutions to our clients’ most pressing business problems, through project management and providing access to full project teams for a specific initiative. Our scalability, consultant quality and global reach also put us in the ideal position to help organizations manage peak workload periods or add specific skill sets to ongoing client projects.

Our Finance and Accounting core competencies include:

Sample Engagement — Lease Accounting Compliance:Challenged with assessing and developing an implementation solution to the requirements posed by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards UpdateNo. 2016-02, Leases (Topic 842), our client, a multi-national leader in food processing and marketing, sought the assistance of RGP consultants. Specifically, acting as project managers, out consultants helped:

Sample Engagement — Revenue Recognition Compliance:Our client, a multi-billion dollar Fortune 500 provider of insurance services, needed a partner to navigate through the unique and complex requirements of the FASB’s revenue recognition guidance,Accounting Standards Update No. 2014-09, Revenue from Contracts with Customersand subsequently issued amendments (Accounting Standards Codification (“ASC”) 606). Using RGP’s proprietary tools designed for revenue recognition projects, four RGP consultants teamed with the client’s employees and provided technical expertise to:

Sample Engagement — Acquisition Readiness:A publicly traded provider of water treatment solutions embarked on a series of acquisitions and determined that it needed to improve its ability to integrate current and future acquisitions. Using our cache of integration processes and tools, six RGP consultants identified improvement opportunities to key challenges, leading to the development of a customized master integration plan and playbook to support future transactions. Our consultants also coached the client’s newly formed integration management office to ensure understanding of recommendations and set the stage for future integration activities.

Sample Engagement — Cross-practice area M&A Joint Venture Assessment and Integration Execution: A large U.S. based manufacturing company engaged RGP to execute a 50/50 joint venture with another manufacturer. Using RGP’s proprietary M&A integration framework, our team of 22 consultants helped the client through integration planning, execution and transformation. RGP set up the Integration Management Office (“IMO”) to provide the client with program and project management, change management, synergy management, and reporting/metrics. Functioning as an extension of the company, RGP’s team provided the following services, which serve as a rigorous example of the cross-discipline functionality between our practice areas:

Countsy

RGP’s Countsy practice provides outsourced accounting, finance and human resource services. These services are geared towards privately owned venture backed companies in the early years of their life cycle, typically in the technology or life sciences space. Countsy puts an accounting infrastructure and business process in place that allows these companies to have an efficient, compliant back office that maintains the books in accordance with generally accepted accounting principles (“GAAP”) and produces the financials and metrics the management team needs to run the business. These companies need to be due diligence and acquisition ready at all times and the goal of the Countsy service is to ensure that is the case. The Countsy service typically starts with helping to organize clients with a seamless accounting and human resources (“HR”) function, incorporating a platform of SaaS tools such as NetSuite, Bill.com and Dropbox. We provide a defined business process alongside an outsourced accounting team to operate the back office. The client engagement team from Countsy is responsible for all aspects of the accounting and HR function, from transactional activity such as running payroll and vendor payment through the month end close cycle and production of financial statements. Countsy assigns a fractional outsourced CFO to all clients to manage the account and to provide strategic financial advisory services.

Countsy’s core competencies include:

Sample Engagement — Start up Services Leading to Successful Transition to Internal Team:Countsy engaged with a venture backed start up in the health supplement industry shortly after the company incorporated. For the first three years of the company’s life, Countsy provided accounting infrastructure including an accounting and HR support team and a consultant with CFO skills, all fueled by use of our tools such as NetSuite, Dropbox, Bill.com and Expensify. The company scaled rapidly with Countsy’s infrastructure supporting the increase in transactions and complexity as the company successfully launched its product line to multiple major retailers. As the company grew, management began to build an internal accounting team, including a Controller. With daily work transitioning, Countsy continued to support with high-level CFO advisory work, helping the company evaluate equity versus debt options to fund their growth and assisting in the diligence process for follow on fund raising events.

Sample Engagement — Start up Services Leading to Successful Acquisition:Countsy engaged with a venture backed start up in the cancer drug discovery field after an initial round of funding. After initially serving as the venture’s accounting and HR support team using our software tools, the company engaged us to implement a payroll system and a health benefit plan. The client also had a number of initiatives our CFO consultant focused on. The consultant helped develop a unique strategic plan, including anin-depth cash flow analysis encompassing multiple business scenarios over a multi-year span. In addition, as the volume of consumables purchased grew, the consultant helped select and implement a full requisitions system, complete with an internal control structure and approval matrix.

Over the next two years, Countsy continued to operate as the company’s outsourced accounting and human resource function while providing extensive CFO level support to the CEO and founding team as they raised two additional rounds of preferred financing. Our consultant helped negotiate a debt facility for their increased capital needs and prepared extensive financial reporting while attending quarterly board meetings.

The client later received a lucrative offer to be acquired by a large public pharma entity. Countsy supported the diligence process and provided advice on the sale from the client side, while working with the client’s law firm to populate a data room in support of the transaction. Post close, Countsy assisted in thehand-off of the CFO, accounting, finance and HR functions to the acquirer. This engagement spanned three years.

Information Management

RGP’s Information Management practice provides planning and execution services in four primary areas: program and project management; business and technology integration; data strategy and management; and IT strategy and advisory. By focusing on the initiative as defined by our clients, RGP can provide continuity of service from the creation or expansion of an overall IT strategy through post-implementation support. In addition to these services, we assist clients in implementation of a variety of technology solutions: business analytics; enterprise resource planning (“ERP”) systems; strategic“front-of-the-house systems”; HR information systems; supply chain management systems; core finance and accounting systems; audit compliance systems; and financial reporting, planning and consolidation systems.

The following are examples of the core competencies of our Information Management practice:

Sample Engagement — Improvement in Financial Reporting Consolidation Through Use of Robotic Process Automation (“RPA”):A global multibillion-dollar provider of Customer Relationship Management (“CRM”) tools needed assistance in developing and implementing solutions to automate its financial reporting reconciliation process. RGP consultants from both finance and IM disciplines extracted data and analyzed the client’s current reconciliation process and data sources to develop an understanding of potential targeted improvements. Through RPA, the RGP team automated 80% of the financial reporting reconciliation process, developing a virtual workforce to complete manual and repetitive tasks while improving accuracy through removing human error and positively impacting reporting metrics.

Sample Engagement — Business Process Optimization:Our client, a global construction company, spent significant amounts of time on a manual intercompany service charging process that did not take advantage of the organization’s SAP functionality. In six business days, two RGP consultants completed a current state review of the organization’s processes and SAP system from a people, process and technology perspective. The review identified opportunities to both leverage SAP’s functionality and adopt leading intercompany accounting practices. Ultimately, the team recommended four solutions, each customized to streamline and automate existing processes, tailored to more effectively use SAP.

Sample Engagement — Centralization of Data to Improve Decision Making:A multi-billion dollar technology company specializing in the global payments industry needed assistance in consolidating budget and forecast data from numerous international locations into a single database. Our team of consultants first analyzed the current budget and forecast processes and then developed a plan for the future standardized world-wide process. The project team then centralized the client’s data into a single location using a “proof of concept” application. This provided the client with improved data validity, leveraged consistent metadata values, calculated global exchange rates and enabled enhanced reporting at all levels of the organization, improving both forecasting and the ability to make real-time decisions.

Sample Engagement — Identification of Significant Inefficiencies and Proposed Solutions: Our client, a large multinational consumer goods company, experienced significant monthly losses due to material waste. Our client’s challenge was to find a way to identify areas of cost savings swiftly and effectively, with better data analytics.

RGP finance and data specialists, working with the client’s IT team, analyzed operating conditions, and designed statistical models and dashboard reporting. As a result, the client now has a weekly view into its material inventory and can initiate stock transfers between factories so that excess material can be utilized where needed, avoiding potential costly write-offs. By identifying production costs across all factories, the client has quick insight into causes of variance and can take action in a timely manner. In addition, relevant factory teams can be held responsible and receive best practice training to improve efficiencies. Finally, the client can utilize the insights to make more efficient capital expenditure decisions for factories using outdated machinery.

Sample Engagement — Project Leadership for Global Next Generation Program: A Fortune 50 automotive company implemented a global program to create the next generation of connected vehicle technology and infotainment applications for all North American vehicle production. The RGP team leads the coordination and integration of a highly complex set of services that requires the seamless integration of six external suppliers and eight internal teams, to create a new customer facing registration portal, secure global network and real-time interfaces needed to enable the new services.

RGP consultants serve as technical program management across 13 defined work streams as well as a variety of internal systems integrations that span enterprise infrastructure. The project also includes systems implementation in the form of architecture support and complex systems integration across the 14 teams building the technology components. The RGP Program Manager has managed the transition from vendor selection to solutioning and engineering the services with the supplier and client teams. RGP continues to be the technical systems integrator for all program work streams and horizontal platforms.

Sitrick And Company

Sitrick And Company (“Sitrick”) offers a unique combination of strategic counsel, tactical execution, and organizational and logistical support critical to both public and private companies and high profile individuals, both in the United States and overseas. Its extensive experience in strategic, corporate, financial and transactional communications as well as general management, finance and strategic planning have made Sitrick a partner to boards of directors and management engaged in acquisitions, proxy fights, litigation, management changes, government inquisitions, corporate reorganizations or when repositioning, redirecting or unwinding a business.

Combined with RGP’s broad capabilities and global footprint, Sitrick offers a wide variety of services to clients, including:

Sample Engagement — Financial Restructuring: Sitrick, working with the board of directors, management and other advisors, developed and implemented the strategic communications for the successful restructuring and change in management of a large beverage distributor. This was a cross-border engagement, with the company based in Poland, new investors and management based in Russia and the restructuring in the United States.

Sample Engagement — Litigation Support: Sitrick was retained by a technology company to provide litigation support for a patent infringement suit the company was about to file against a much larger and better known competitor. Sitrick developed a communications strategy that resulted in the case being settled within two days of its filing.

Sample Engagement — Proxy Contest: Sitrick provided strategic communications counsel in a proxy contest launched against an Israeli company where a hedge fund was trying to take control of the board of directors. The company successfully maintained control of the board of directors.

Human Capital

RGP’s Human Capital consultants apply project-management and business analysis skills to help solve the people aspects of business problems. The two primary areas of focus of our human capital practice are change management/business transformation and HR operations. To achieve the desired business outcome, our Human Capital professionals work with client teams to help drive their change management initiatives to successful completion (we call it “return on change”). We help our clients with the people challenges of acquisitions, mergers, downsizing, reorganizations, system implementations or legislative requirements (such as Sarbanes, Basel II, HIPAA and the Patient Protection and Affordable Care Act). Our Human Capital professionals also have HR operations and technology skills that provide clients with the means to achieve their initiatives. Our Human Capital core competencies revolve around:

Organizational Development and Effectiveness

Sample Engagement — Financial Management Group’s Change Management and Program Management Strategy:A global Fortune 100 insurance company is transforming the way it works in order to maximize efficiency and ultimately reduce costs. Given the complexity, breadth and depth of the transformation, the client engaged a team of RGP consultants to create and deploy anend-to-end change management strategy, essential to achieving the program’s goal of value creation. The responsible client team is transforming as well, by investing in technology and automation, better data governance, optimizing processes and centralizing and streamlining organizations. They have designed a transformation change management and program management strategy to enhance the realization of the transformation initiative. Phase II of the engagement will include implementation of all change management activities in partnership with the transformation program office.

Sample Engagement — Organizational Capability Assessment and Improvement:A food industry leader was looking to transform business operations in order to maintain its competitive industry position and fuel growth. RGP utilized change management practices, to assess individual skill competencies and organizational capabilities currently in place. Our approach focused on enabling organizational learning and development as a catalyst for change and cultural improvement. We took a business driven approach by defining actions aligned to corporate business strategy. Collaborative workshops promoted a shared vision of the future desired state, while gainingbuy-in and ownership for a three year roadmap of planned initiatives. Executive participation enabled sponsorship for the transformation program, helping to ensure the expected results.

Sample Engagement — HRIS Module Implementation and Standardization:A private, online media group recently implemented ADP Workforce Now and wanted to integrate other HR modules into their payroll platform including time tracking, leave management and a self-service portal. In addition to an aggressive timeframe, our client was in the middle of major organizational changes including divesting a company, a merger and two acquisitions. As project manager, we were instrumental in delivering the projecton-time, helping our client to fully utilize the system. We also created process standardization and streamlining, reduced transaction processing cost, increased the quality of HR data and produced more complex and comprehensive business metrics. Providingon-site project management and process optimization in this dynamic corporate environment was crucial to the success of the project.

Sample Engagement — Establishment of New Corporate Compensation Function: A fast-growing multi-national pharmaceutical company needed assistance in establishing a new corporate compensation function, addressing core infrastructure issues. Our consultant, working with client personnel, served as Project Manager and subject matter expert, assessing business priorities, developing a compensation philosophy and integrating processes with technology. Specific initiatives included:

Executive Search

RGP’s Executive Search practice provides planning and execution services in four primary areas: retained search, contingency search, contract to hire and commitment search. The core competencies of the Executive Search group include conducting searches formid-level managers through executives across all professional areas of accounting, finance, audit, tax, information technology, human resources and supply chain.

Sample Engagement — Search for Technical and Personality Skills Fit:Our client, a $40 million dollar integrated fleet services company, needed assistance in hiring a Vice President of Finance. The company had a very distinct, tight-knit culture with the previous executive team working together for over 20 years. RGP’s challenge was to pull together an accurate personality and skill profile for the type of candidate who would fit in with the family-like environment and be a worthy addition to the team. We presented five qualified candidates, with one quickly emerging as the choice.

Sample Engagement — Search for Transformational Finance Executive:Our team recruited a Vice President of Finance for a high- growth startup company in the life sciences industry. The client needed a seasoned finance executive to take them to the next level, with the company’s focus shifting from medical research to new product development. The candidate’s challenge was to help the company quickly deal with an anticipated increase in revenue of over 500%. Filling this role had become an urgent priority for our client and we were successful in presenting our top five candidates and facilitating the hiring process in atwo-week period.

Sample Engagement — Search for Multiple IT Professionals:Our client, the IT organization of a global financial services company, needed to identify andon-board 40 professionals within four months. Due to significant organizational transformation, the clientkicked-off a new program that required a large team of seasoned professionals including program directors, project managers, technical leads and business analysts to complete the peak demand of work over atwo-year period. We worked with our client to develop a creative and cost-effective solution to meet their financial and information driven goals, successfully identifying and integrating candidates into the client’s organization.

Legal & Regulatory

RGP Legal helps clients execute their legal, risk management and regulatory initiatives. Our consultants (consisting of attorneys, compliance professionals, paralegals and contract managers) have significant experience working at the nation’s top law firms and companies. RGP Legal provides general counsel access to exceptional talent on an agile basis for the exact subject-matter knowledge and business perspective required for a particular task or workflow. Generally, RGP Legal is engaged to work directly within-house counsel or with traditional outside counsel for projects or pieces of “unbundled” work. Examples of our core competencies include:

Project Services

Legal Operations and Business Strategy

Unbundling Legal Services

Sample Engagement — Analyzing and Improving Outside Legal Spend:A global multi-billion dollar publicly traded provider of vehicle rentals and car sharing services needed help establishing a model and process to engage outside counsel at an efficient cost while also conducting a law firm convergence program, implementing new technology. Legal, procurement and finance professionals from RGP workedhand-in-hand with the client to:

At completion of the project, the client significantly decreased its outside legal spend and better positioned itself to manage the choice and deployment of internal and external legal resources.

Sample Engagement — Assistance with Critical Software Deployment: Our client, a significant developer and distributor of entertainment projects, implemented an online rights and contract management platform, to capture critical business and legal terms from contracts related to original production and development of new scripted and unscripted television and movie content.

RGP has been retained to provide advisory services to assist in putting together best practices, protocols, quality control, training, metrics and other tasks related to overall project management, as well as attorneys to provide substantive legal expertise by conducting the rights analysis of the contracts and capturing consistent and accurate data. The project is ‘business critical”—the new system must ultimately be an effective tool that helps drive revenue, enforce compliance and mitigate risk.

Sample Engagement — Assessment to Mitigate Reputational Harm, Regulatory Exposure and Litigation Risk: The senior management of a global entity, which had grown rapidly via acquisition to over $2.5 billion in revenue and 100,000 employees, asked RGP to assist in the assessment of mitigation of potential reputational harm, regulatory exposure and litigation risk. In particular, management was concerned about their ability to ensure the security of sensitive financial and personal information for customers, tracking of its contractual commitments, and adherence to applicable laws and regulations. The goal was to assess risk, protect from reputational harm, mitigate against regulatory exposure and litigation and communicate to its clients that the company is a trusted business partner and world-class organization.

RGP was selected to create and conduct a compliance risk assessment. Using the work of RGP consultants, the assessment positioned our client to present the following to the company’s board of directors:

Sample Engagement — Law Department Organizational Design: The new general counsel for a multi-billion dollar energy and specialty refining company asked RGP to redesign its legal department structure from the ground up. A series of acquisitions, coupled with a more complex business environment, increased the department’s work flows. Our consultants conducted extensive stakeholder interviews and an analysis of department operations to develop an organizational model stressing business continuity, best practices in organizational design, areas of process and resourcing improvement, and organizational development. RGP’s solution resulted in a leaner legal team that leverages effective and efficient legal services providers, while implementingin-house efficiencies and automation.

Supply Chain Management

RGP’s Supply Chain Management practice assists clients in the planning, execution, maintenance and troubleshooting of complex supply chain systems and processes. Our consultants work as part of client teams to reduce the total cost of ownership, improve business performance and produce results. Specifically, our core competencies include:

Sample Engagement — Strategic Sourcing: A multi-billion dollar publicly traded leading transporter of industrial, commercial and retail goods sought cost savings amongst its suppliers. Using ourend-to-end strategic sourcing methodology, our consultants:

Ultimately, the client realized significant savings through a combination of new contracts and audit finding recoveries.

Sample Engagement — Negotiation, Monitoring and Supervision of Construction Projects:Our client, a Fortune 1000 technology company, has multiple priorities in procurement and design of internal construction projects. Working with the client’s personnel, RGP consultants oversaw the negotiation and implementation of construction/redesign projects at the client’s corporate headquarters. The client’s primary concerns were: design consistency with the company’s culture, operating within a set budget, andon-time completion of the various projects.

RGP provided procurement personnel to work closely with our client’s counterparts to negotiate, monitor, and supervise construction projects. In addition, RGP consultants provided budget management for the client’s procurement department and an advisory/quality assurance lead. The client lacked procurement expertise and construction/real estate sourcing knowledge. RGP built a detailed timeline collaborating with the client and their commercial real estate company. Our consultants negotiated project costs leveraging future growth opportunities, especially with subcontractor firms, reviewed quotes, researched benchmarks and imposed cost structure across the client’s organization. In addition, RGP worked with the client’s legal department to negotiate and document contract parameters. Ultimately, the client estimates it was able to achieve a 6.5% cost savings.

Governance, Risk and Compliance (“GRC”): Corporate Governance, Risk Management, Internal Audit and Compliance Services

RGP’s GRC practice assists clients with a variety of governance, risk management, internal audit and compliance initiatives. The professionals in our GRC practice have experience in operations, controllership and internal and external audit and serve our clients in any number of roles required — from program manager to team member. In addition to helping clients worldwide in the areas of audit, risk and compliance, we are able to draw on RGP’s other practice areas to bring the required business expertise to the engagement. Our GRC core competencies include:

Sample Engagement — Multiple Sarbanes and Internal Audit Support Services:For ten years,RGP consultants have provided our client, a multi-billion dollar publicly traded financial institution, service in internal audit, providing specialty audits, advisory services and annual Sarbanes testing. Specifically, we support the client in the following areas:

Sample Engagement — Global Internal Audit & Internal Controls Delivery:A global technology leader decided to outsource its internal controls testing andco-source its internal audit needs, engaging RGP on a multi-yearco-sourcing and advisory contract. During the transition phase, RGP created a core delivery team of experts and set up a dedicated, offshored testing/audit center.

For internal audit, RGP carries out internal audits on behalf of the client, following the client’s specific audit methodology. Deploying consultants from our offices in cities where our client has operations, RGP adds local knowledge and skills to the client’s fieldwork. To fully integrate the methodology, RGP created customized onboarding and training.

For internal controls testing, the client leverages RGP in a cost-efficient manner versus developing its own larger internal audit team. In addition, by leveraging industry best practices in control and finance compliance audits, RGP provides our client

with better insights into more efficient ways of working and control. The client further leverages cost control by having RGP consultants perform a large portion of independent (local) testing to reduce time and budget of the external auditor.

Sample Engagement — Documentation and Enhancement of Internal Controls:A rapidly growing maker of automation software needed an assessment of current state business processes and internal controls at its U.S. and India operations for Sarbanes and general business purposes. Our consultants documented current state of internal controls, made recommendations for enhanced future state of controls and presented our findings to executive management. The assessments identified a significant number of high risk items of which the client was unaware, with actionable recommendations for improvement.

policyIQ

RGP’s policyIQ is our proprietary cloud-based GRC software application, enabling the focused management of a wide range of GRC processes, including Risk Assessments, Sarbanes Compliance, Policy and Procedure Management, Internal Audit Programs, Anti-Corruption Compliance and Contract Administration. policyIQ can be implemented quickly to manage a specific aspect of an overall GRC program, or easily scaled to integrate multiple initiatives, allowing the organization to realize greater efficiency. In addition, our engagement teams often utilize policyIQ as a tool to assist in the efficient collection, storing and review of project workpapers, deliverables and other critical project content. Business problems our clients have used policyIQ to resolve include:

Operations

We generally provide our professional services to clients at a local level, with the oversight of our regional vice presidentsmarket leaders and consultation of our corporate management team. The vice presidentsmarket leaders and client development directors in each market are responsible for initiating client relationships, ensuring client satisfaction throughout engagements, coordinating services for clients on a national and international platform and maintaining client relationships post-engagement. Throughout this process, the corporate management team and regional vice presidents are available to consult with the vice presidents with respect to client services. Market revenue leadership and their teams identify, develop and close new and existing client opportunities, often working in a coordinated effort with other markets on multi-national/multi-location proposals.

Market revenuelevel leadership works closely with our regionalized talent management team, who are responsible for identifying, hiring and cultivating a sustainable relationship with seasoned professionals fitting the RGP profile of client needs. Our consultant recruiting efforts are regionally orand nationally based, depending upon the skill set required; talent management handles both the identification and hiring of consultants specifically skilled to perform client projects as well as monitoring the satisfaction of consultants during and post-completion of assignments. Talent focusesThe talent teams focus on getting the right talent in the right place at the right time.

We believe a substantial portion of the buying decisions made by our clients are made on a local or regional basis and that our offices most often compete with other professional services providers on a local or regional basis. As the marketplace for

professional services has evolved, weWe continue to believe our local market leaders are in the best positionwell-positioned to understand the local and regional outsourced professional services market. However,Additionally, the complexity of relationships with many of our multinational clients also dictates that in some circumstances a hybrid model, bringing the best of both locally driven relationships as well as global focus and delivery, is important for employee and client satisfaction.

Through our Borderless Talent Initiative, which we are in the process of implementing, we are seeking to capitalize on our multinational clients’ needs for a service provider that can partner with them on a global basis by organizing the concerted effort and talent team on a global basis to serve these clients through one integrated service platform. For projects requiring intimate knowledge and thought leadership on particular client concerns, our integrated solutionsAdvisory and Project Services group consists of individuals with requisite skillsdepth of expertise and tools to work with clients.

We believe our ability to deliver professional services successfully to clients is dependent on our leaders in the field working together as a collegial and collaborative team, often working jointly on client projects.team. To build a sense of team effortspirit and increase camaraderie among our leaders, we have an incentivea program for field personnel that awards annual bonusesincentives based on specificagreed-to goals focused on the performance of the individual and potential reward tied to the performance of the Company. We also share across the Company the best and most effective practices of our highest achieving offices and use this as an introductory tool with new vice presidents and directors. New leadership also spendspends time in other markets partneringor otherwise partners with experienced sales and recruiting personnel in those markets to understand, among many skills, how best to serve current clients, expand our presence with prospects and identify and recruit highly qualified consultants. This allows the veteran leadership to share their success stories, foster theour culture of the Company with new vice presidents and directors and review specific client and consultant development programs. We believe these team-based practices enable us to better serve clients who prefer a centrally organized service approach.

From our corporate headquarters in Irvine, California, we provide centralized administrative, marketing, finance, HR, IT,human resources (“HR”), information technology (“IT”), legal and real estate support. Our financial reporting is also centralized in our corporate service center. This center handles invoicing, accounts payable and collections, and administers HR services including employee compensation and benefits administration for North American offices. We also have a business support operations center in our Utrecht, Netherlands office to provide centralized finance, HR, IT, payroll and legal support to our European offices. We share our Salesforce software platform world-wide, providing a common database of identified opportunities, prospective new clients, and existing client proposals for additional projects. In addition, in North America, we have a corporate networked IT platform with centralized financial reporting capabilities and a front office client management system. These centralized functions minimize the administrative burdens on our office management and allow them to spend more time focusedfocusing on client and consultant development.

Business Development

Our business development initiatives are composed of:





Our business development efforts are driven by the networking and sales efforts of our management. While local senior management focus on market-related activities, they are also part of the regional, national and international sales efforts, especially when the client is part of a multinational entity. In certain markets, sales efforts are also enhanced by management professionals focused solely on business development efforts on a market and national basis based on firm-wide and industry-focused initiatives. These business development professionals, teamed with the vice-presidents and client service teams, are responsible for initiating and fostering relationships with the senior management and decision makers of our targeted client companies. During fiscal 2018, we completed our implementation of software from Salesforce.com on a world-wide basis to serve as a tool to enhance our local and worldwide business development efforts.

We believe our national marketing efforts have been effective in generatingeffectively generated incremental revenues from existing clients and developingdeveloped new client relationships. Our brand marketing initiatives help developbolster RGP’s imagereputation in the markets we serve. Our brand is reinforced by our professionally designed website, print, and online advertising, direct marketing, seminars, initiative-oriented brochures, social media and public relations efforts. We believe our branding initiatives, coupled with our high-quality client service, help to differentiate us from our competitors and to establish RGP as a credible and reputable global professional services firm.

Economic deterioration at one or more of our clients may also affect our allowance for doubtful accounts. Our estimate of losses resulting from our clients’ failure to make required payments for services rendered has historically been within our expectations and the provisions established. However,While our overall receivable collections have not been severely impacted by the Pandemic, we cannot guarantee we will continue to experience the same credit loss rates we have in the past. A significant change in the liquidity or financial position of our clients could cause unfavorable trends in receivable collections and cash flows and additional allowances may be required. These additional allowances could materially affect the Company’sour future financial results.

In addition, we are required to periodically, but at least annually, to assess the recoverability of certain assets, including deferred tax assets and goodwill. Softening ofContinued downturns in the United States economy and international economies could adversely affect our evaluation of the recoverability of deferred tax assets, requiring us to record additional tax valuation allowances. Our assessment of impairment of goodwill is currently based upon comparing our market capitalization to our net book value. Therefore, a significant and protracted downturn in the future market value of our stock could potentially result in an impairment reductions of goodwill and such an adjustmentour goodwill. Although the impairment is a non-cash expense, it could materially affect the Company’sour future financial results and financial condition.

The market for professional services is highly competitive, and if we are unable to compete effectively against our competitors, our business and operating results could be adversely affected.

We operate in a competitive, fragmented market, and we compete for clients and consultants with a variety of organizations that offer similar services. The competition is likely to increase in the future due to the expected growth of the market and the relatively few barriers to entry. Our principal competitors include:





We cannot assure youprovide assurance that we will be able to compete effectively against existing or future competitors. Many of our competitors have significantly greater financial resources, greater revenues and greater name recognition, which may afford them an advantage in attracting and retaining clients and consultants and in offering pricing concessions. Some of our competitors in certain markets do not provide medical and other benefits to their consultants, thereby allowing them to potentially charge lower rates to clients. In addition, our competitors may be able to respond more quickly to changes in companies’ needs and developments in the professional services industry.

Our business depends upon our ability to secure new projects from clients and, therefore, we could be adversely affected if we fail to do so.

We do not have long-term agreements with our clients for the provision of services and our clients may terminate engagements with us at any time. The success of our business is dependent on our ability to secure new projects from clients. For example, if we are unable to secure new client projects because of improvements in our competitors’ service offerings, or because of a change in government regulatory requirements, or because of an economic downturn decreasing the demand for outsourced professional services, our business is likely to be materially adversely affected. New impediments to our ability to secure projects from clients may develop over time, such as the increasing use by large clients ofin-house procurement groups that manage their relationship with service providers.

We may be legally liable for damages resulting from the performance of projects by our consultants or for our clients’ mistreatment of our personnel.

Many of our engagements with our clients involve projects or services critical to our clients’ businesses. If we fail to meet our contractual obligations, we could be subject to legal liability or damage to our reputation, which could adversely affect our

business, operating results and financial condition. While we are not currently subject to any client-related legal claims which we believe are material, it remains possible, because of the nature of our business, we may be involved in litigation in the future that could materially affect our future financial results. Claims brought against us could have a serious negative effect on our reputation and on our business, financial condition and results of operations.

Because we are in the business of placing our personnel in the workplaces of other companies, we are subject to possible claims by our personnel alleging discrimination, sexual harassment, negligence and other similar activities by our clients. We may also be subject to similar claims from our clients based on activities by our personnel. The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to attract and retain personnel and clients.

We may not be able to grow our business, manage our growth or sustain our current business.

Historically, we have grown by opening new offices and by increasing the volume of services provided through existing offices. Beginning late in fiscal 2017, we embarked on several new strategic initiatives, including the implementation of a new operating model to drive growth. While theroll-out of thatIn addition, in February 2020, we initiated a plan to consolidate our physical geographic presence to certain key markets while shifting to a virtual operating model is complete in the United States, the adoption internationally is on going.certain other markets. Our ability to execute on those strategies or the disruptions related to implementation of the new operating model may impact or limit our ability to grow our business. Since the first quarter of fiscal 2010, we have had difficulty sustaining consistent revenue growth either quarter-over-quarter or in sequential quarters. During fiscal 2017 and 2018, we closed three offices in select markets. There can be no assurance we will be able to maintain or expand our market presence in our current locations, or to successfully enter other markets or locations.locations or successfully operate our business virtually without a physical presence in all our markets. Our ability to continue to grow our business will depend upon an improving global economy and a number of factors, including our ability to:





Even if we are able to resume more rapid growth in our revenue, the growth will result in new and increased responsibilities for our management as well as increased demands on our internal systems, procedures and controls, and our administrative, financial, marketing and other resources. For instance, a limited number of clients are requesting certain engagements be of a fixed fee nature rather than our traditional hourly time and materials approach, thus shifting a portion of the burden of financial risk and monitoring to us. Failure to adequately respond to these new responsibilities and demands may adversely affect our business, financial condition and results of operations.

Our ability to serve clients internationally is integral to our strategy and our international activities expose us to additional operational challenges we might not otherwise face.

Our international activities require us to confront and manage a number of risks and expenses we would not face if we conducted our operations solely in the United States. Any of these risks or expenses could cause a material negative effect on our operating results. These risks and expenses include:





We have acquired, and may continue to acquire, companies, and these acquisitions could disrupt our business.

We have acquired several companies, including two during thein each of fiscal 2020 and fiscal 2018, fiscal year, and we may continue to acquire companies in the future. Entering into an acquisition entails many risks, any of which could harm our business, including:



Our failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions could cause us to fail to realize the anticipated benefits of such acquisitions, incur unanticipated liabilities and harm our business generally.

We must provide our clients with highly qualified and experienced consultants, and the loss of a significant number of our consultants, or an inability to attract and retain new consultants, could adversely affect our business and operating results.

Our business involves the delivery of professional services, and our success depends on our ability to provide our clients with highly qualified and experienced consultants who possess the skills and experience necessary to satisfy their needs. At various times, such professionals can be in great demand, particularly in certain geographic areas or if they have specific skill sets. Our ability to attract and retain consultants with the requisite experience and skills depends on several factors including, but not limited to, our ability to:





There can be no assurance we will be successful in accomplishing any of these factors and, even if we are, we cannot assure we will be successful in attracting and retaining the number of highly qualified and experienced consultants necessary to maintain and grow our business.

Decreased effectiveness

We may be unable to realize the level of equity compensation couldbenefit that we expect from our restructuring initiatives, which may adversely impact our business and results of operations.

We may be unable to realize some or all of the anticipated benefits of restructuring initiatives we have undertaken, which may adversely impact our business and results of operations. In response to changes in industry and market conditions, we have undertaken in the past, and may undertake in the future, restructuring, reorganization, or other strategic initiatives and business transformation plans to realign our resources with our growth strategies, operate more efficiently and control costs. For example, on February 27, 2020, management and our board of directors committed to a restructuring plan to reduce approximately 7.5% of our management and administrative workforce and consolidate our geographic presence to certain key markets. The restructuring plan was designed to streamline our organizational structure, reduce operating costs and more effectively align resources with business priorities. The successful implementation of our restructuring activities may from time to time require us to effect business and asset dispositions, workforce reductions, management restructurings, decisions to limit investments in or otherwise exit businesses, office consolidations and closures, and other actions, each of which may depend on a number of factors that may not be within our control. 

Any such effort to realign or streamline our organization may result in the recording of restructuring or other charges, such as asset impairment charges, contract and lease termination costs, exit costs, termination benefits, and other restructuring costs. Further, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, adverse effects on employee morale, loss of key employees and/or other retention issues during transitional periods. Reorganization and restructuring can impact a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business. Further, upon completion of any restructuring initiatives, our business may not be more efficient or effective than prior to the implementation of the plan and we may be unable to achieve anticipated operating enhancements or cost reductions, which would adversely affect our ability to attractbusiness, competitive position, operating results and retain employees.financial condition. 

We have historically used stock options as a component of our employee compensation program in order to align employees’ interests with the interests of our stockholders, encourage employee retention and provide competitive compensation packages. About 20% of our options outstanding as of the end of fiscal 2018, awarded prior to fiscal 2010, are priced at more than the current per share market value of our stock, limiting the grants from those years as a significant incentive to retain employees.

Our computer hardware and software and telecommunications systems are susceptible to damage, breach or interruption.

The management of our business is aided by the uninterrupted operation of our computer and telecommunication systems. These systems are vulnerable to security breaches, natural disasters or other catastrophic events, computer viruses, or other interruptions or damage stemming from power outages, equipment failure or unintended usage by employees. In particular, our employees may have access or exposure to personally identifiable or otherwise confidential information and customer data and systems, the misuse of which could result in legal liability. In addition, we rely on information technology systems to process, transmit and store electronic information and to communicate among our locations around the world and with our clients, partners and consultants. The breadth and complexity of this infrastructure increases the potential risk of security breaches. Security breaches, including cyber-attacks or cyber- intrusionscyber-intrusions by computer hackers, foreign governments, cyber terrorists or others with grievances against the industry in which we operate or us in particular, may disable or damage the proper functioning of our networks and systems. We review and update our systems and have implemented processes and procedures to protect against security breaches and unauthorized access to our data. Despite our implementation of security controls, our systems and networks are vulnerable to computer viruses, malware, worms, hackers and other security issues, including physical and electronic break-ins, router disruption, sabotage or espionage, disruptions from unauthorized

access and tampering (including through social engineering such as phishing attacks), impersonation of authorized users and coordinated denial-of-service attacks. For example, in the past we have experienced cyber security incidents resulting from unauthorized access to our systems, which to date have not had a material impact on our business or results of operations; however, there is no assurance that such impacts will not be material in the future. Our systems may be subject to additional risk introduced by software that we license from third parties. This licensed software may introduce vulnerabilities within our own operations as it is integrated with our systems, or as we provide client services through partnership agreements.

It is also possible our security controls over personal and other data may not prevent unauthorized access to, or destruction, loss, theft, misappropriation or release of personally identifiable or other proprietary, confidential, sensitive or valuable information of ours or others; this access could lead to potential unauthorized disclosure of confidential personal, Company or client information that others could use to compete against us or for other disruptive, destructive or harmful purposes and outcomes. Any such disclosure or damage to our networks and systems could subject us to third party claims against us and reputational harm. If these events occur, our ability to attract new clients may be impaired or we may be subjected to damages or penalties. In addition, system-wide or local failures of these information technology systems could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our cash

Failure to comply with data privacy laws and short-term investments areregulations could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.

The collection, hosting, transfer, disclosure, use, storage and security of personal information required to provide our services is subject to economic risk.

The Company invests its cash, cash equivalentsfederal, state and short-term investmentsforeign data privacy laws. These laws, which are not uniform, do one or more of the following: regulate the collection, transfer (including in foreignsome cases, the transfer outside the country of collection), processing, storage, use and domestic bank deposits, money market funds, commercial paperdisclosure of personal information, require notice to individuals of privacy practices; give individuals certain access and certificatescorrection rights with respect to their personal information; and prevent the use or disclosure of deposit. Certainpersonal information for secondary purposes such as marketing. Under certain circumstances, some of these investments are subjectlaws require us to general credit, liquidity, market and interest rate risks. Inprovide notification to affected individuals, data protection authorities and/or other regulators in the event of a data breach. In many cases, these risks causedlaws apply not only to third-party transactions, but also to transfers of information among us and our subsidiaries. In addition, the European Union adopted a declinecomprehensive General Data Protection Regulation (the “GDPR”) that replaced the EU Data Protection Directive and related country-specific legislation. The GDPR became fully effective in valueMay 2018. Complying with the enhanced obligations imposed by the GDPR may result in additional costs to our business and require us to amend certain of our business practices.

Laws and regulations in this area are evolving and generally becoming more stringent. For example, the New York State Department of Financial Services has issued cybersecurity regulations that outline a variety of required security measures for protection of data. Other U.S. states, including California and South Carolina, have also recently enacted cybersecurity laws requiring certain security measures of regulated entities that are broadly similar to GDPR requirements, and we expect other states will follow suit. As these laws continue to evolve, we may be required to make changes to our systems, services, solutions and/or products so as to enable us and/or our clients to meet the new legal requirements, including by taking on more onerous obligations in our contracts, limiting our storage, transfer and processing of data and, in some cases, limiting our service and/or solution offerings in certain locations. Changes in these laws, or the interpretation and application thereof, may also increase our potential exposure through significantly higher potential penalties for non-compliance. The costs of compliance with, and other burdens imposed by, such laws and regulations and client demand in this area may limit the use of, or demand for, our services, solutions and/or products, make it more difficult and costly to meet client expectations, or lead to significant fines, penalties or liabilities for noncompliance, any of the Company’s investments, itwhich could adversely affect the Company’sour business, financial condition.condition, and results of operations.

Our business could suffer if we lose the services of one or more key members of our senior management.

Our future success depends upon the continued employment of our senior management team. The unforeseen departure of one or more key members of our senior management team could significantly disrupt our operations if we are unable to successfully manage the transition. The replacement of members of senior management can involve significant time and expense and create uncertainties that could delay, prevent the achievement of, or make it more difficult for us to pursue and execute on our business opportunities, which could have an adverse effect on our business, financial condition and operating results.

Further, we generally do not havenon-compete agreements with our employees and, therefore, they could terminate their employment with us at any time. Our ability to retain the services of members of our senior management and other key employees could be impacted by a number of factors, including competitors’ hiring practices or the effectiveness of our compensation programs. If members of our senior management or other key employees leave our employ for any reason, they could pursue other employment opportunities with our competitors or otherwise compete with us. If we are unable to retain the services of these key personnel or attract and retain other qualified and experienced personnel on acceptable terms, our business, financial condition and operating results could be adversely affected.

assumptions about the likelihood of future events, and we cannot assure you any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraudulent acts may occur and not be detected.

Although our management has determined, and our independent registered public accountant has attested, that our internal control over financial reporting was effective as of May 26, 2018, we cannot assure you that we or our independent registered public accountant will not identify a material weakness in our internal controls in the future. A material weakness in our internal control over financial reporting may require management and our independent registered public accountant to evaluate our internal controls as ineffective. If our internal control over financial reporting is not considered adequate, we may experience a loss of public confidence, which could have an adverse effect on our business and our stock price. Additionally, if our internal control over financial reporting otherwise fails to comply with the requirements of Sarbanes, our business and stock price could be adversely affected.

We may be subject to laws and regulations that impose difficult and costly compliance requirements and subject us to potential liability and the loss of clients.

In connection with providing services to clients in certain regulated industries, such as the gaming, energy and healthcare industries, we are subject to industry-specific regulations, including licensing and reporting requirements. Complying with these requirements is costly and, if we fail to comply, we could be prevented from rendering services to clients in those industries in the future. Additionally, changes in these requirements, or in other laws applicable to us, in the future could increase our costs of compliance.

In addition, we may face challenges from certain state regulatory bodies governing the provision of certain professional services, such as legal services or audit services. The imposition of such regulations could require additional financial and operational burdens on our business.

It may be difficult for a third party to acquire the Company,us, and this could depress our stock price.

Delaware corporate law and our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay, defer or prevent a change of control of the Company or our management. These provisions could also discourage proxy contests and make it difficult for you and otherour stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price future investors are willing to pay for yourour shares. These provisions:





We are required to recognize compensation expense related to employee stock options and our employee stock purchase plan. There is no assurance the expense we are required to recognize measures accurately the value of our share-based payment awards and the recognition of this expense could cause the trading price of our common stock to decline.

We measure and recognize compensation expense for all stock-based compensation based on estimated values. Thus, our operating results contain anon-cash charge for stock-based compensation expense related to employee stock options and our employee stock purchase plan. In general, accounting guidance requires the use of an option-pricing model to determine the value of share-based payment awards. This determination of value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. Because our employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion the existing valuation models may not provide an accurate measure of the value of our employee stock options. Although the value of employee stock options is determined using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

The terms of our credit facility impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.

We currently have a $120.0 million secured revolving credit facility which is available through October 21,17, 2021. We are subject to various operating covenants under the credit facility which restrict our ability to, among other things, incur liens, incur additional indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. The credit facility also requires us to comply with financial covenants limiting our total funded debt, minimum interest coverage ratio and maximum leverage ratio. Any failure to comply with these covenants may constitute a breach under the credit facility, which could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the credit facility. Our inability to maintain our credit facility could materially and adversely affect our liquidity and our business.

We may be unable to or elect not to pay our quarterly dividend payment.

The Company

We currently payspay a regular quarterly dividend, subject to quarterly board of director approval. The payment of, or continuation of, the quarterly dividend is at the discretion of our board of directors and is dependent upon our financial condition, results of operations, capital requirements, general business conditions, tax treatment of dividends in the United States, contractual restrictions contained in credit agreements and other agreements and other factors deemed relevant by our board of directors. We can give no assurance that dividends will be declared and paid in the future. The failure to pay the quarterly dividend, reduction of the quarterly dividend rate or the discontinuance of the quarterly dividend could adversely affect the trading price of our common stock.

Failure to comply with data privacy laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.

The collection, hosting, transfer, disclosure, use, storage and security of personal information required to provide our services is subject to federal, state and foreign data privacy laws. These laws, which areOur recent rebranding efforts may not uniform, do one or more of the following: regulate the collection, transfer (including in some cases, the transfer outside the country of collection), processing, storage, use

and disclosure of personal information, require notice to individuals of privacy practices; give individuals certain access and correction rights with respect to their personal information; and prevent the use or disclosure of personal information for secondary purposes such as marketing. Under certain circumstances, some of these laws require us to provide notification to affected individuals, data protection authorities and/or other regulators in the event of a data breach. In many cases, these laws apply not only to third-party transactions, but also to transfers of information among the Company and its subsidiaries.be successful. In addition, the European Union adopted a comprehensive General Data Protection Regulation (the “GDPR”) in May 2016 that will replace the current EU Data Protection Directive and related country-specific legislation. The GDPR became fully effective in May 2018. Complying with the enhanced obligations imposed by the GDPR may result in additional costs to our business and require us to amend certain of our business practices. Further, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. It is possible that future enactment of more restrictive laws, rules or regulations and/or future enforcement actions or investigations could have an adverse impact on us through increased costs or restrictions on our businesses and noncompliance could result in regulatory penalties and significant legal liability.

Wewe may be unable to adequately protect our intellectual property rights, including our brand name. If we fail to adequately protect our intellectual property rights, the value of such rights may diminish and our results of operations and financial condition may be adversely affected.

Webelieve establishing, maintaining and enhancing the RGP and Resources Global Professionals brand name is important to our business.  We have applied for registration in the United States and some foreign jurisdictions with respect to certain service marks. We own United Statesrely on trademark registrations forand common law trademark rights to protect the distinctiveness of our RGP service mark and puzzle piece logo, Reg. No. 4,649.837;brand. After the end of fiscal year 2019, we launched a significant global rebranding initiative.  However, there can be no assurance that our RGP service mark, puzzle piece and tag line, Reg. No. 4,649.838; our RGP Healthcare service mark and puzzle piece logo, Reg. No. 4,649.839; our RGP Legal service mark and puzzle piece logo, Reg. No. 4,649.840; and our RGP Search service mark and puzzle piece logo, Reg. No. 4,649.841.

rebranding initiative will result in a positive return on investment.  In addition, there can be no assurance that the actions we obtained a United States registration for the Resources Global Professionals mark, Registration No. 3,298,841 September 25, 2007. We are in the process of renewing this registration. However,have taken to establish and protect our rightstrademarks will be adequate to this service mark are not currently protected in someprevent use of our foreign registrations, and there is no guarantee anytrademarks by others. Further, not all of our pending applications for such registration (or any appeals thereoftrademarks were able to successfully register in all of the desired countries. Accordingly, we may not be able to claim or future applications) will be successful.

If another party adoptsassert trademark or uses a name, service mark or trademark similar to ours, they could make infringementunfair competition claims against usthird parties for any number of reasons. For example, a judge, jury or other adjudicative body may find that

the conduct of competitors does not infringe or violate our trademark rights. In addition, third parties may claim that the use of our trademarks and branding infringe, dilute or otherwise violate the common law or registered marks of that party, or that our marketing efforts constitute unfair competition. Such claims could thereby impederesult in injunctive relief prohibiting the use of our ability to build brand identity if they have prior rights. We cannot assure you our business would not be adversely affected ifmarks, branding and marketing activities as well as significant damages, fees and costs.  If such a claim was made or ifand we were required to change our name.name or any of our marks, the value of our brand may diminish and our results of operations and financial condition could be adversely affected.



Reclassification of our independent contractors by foreign tax or regulatory authorities could have an adverse effect on our business model and/or could require us to pay significant retroactive wages, taxes and penalties.

Internationally, our consultants are a blend of employees and independent contractors. Independent contractor arrangements are more common abroad than in the United States due to the labor laws, tax regulations and customs of the international markets we serve. However, changes to foreign laws governing the definition or classification of independent contractors, or judicial decisions regarding independent contractor classification could require classification of consultants as employees. Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable.

As of May 26, 2018,30, 2020, we maintained 4839 domestic offices, all under operating lease agreements (except for the Irvine, California location), in the following metropolitan areas:

As of May 26, 2018,30, 2020, we maintained 2623 international offices under operating lease agreements, located in the following cities and countries:



Our corporate offices are located in Irvine, California. We own an approximately 56,20057,000 square foot office building in Irvine, California, of which we occupied approximately 40,000 square feet as of May 26, 2018,30, 2020, including space occupied by our Orange County, California practice. Approximately 16,20013,000 square feet is leased to independent third parties.parties, and 4,000 square feet is vacant. 

ITEM 3.    LEGAL PROCEEDINGS.

We are not currently subject to any material legal proceedings; however, we are a party to various legal proceedings arising in the ordinary course of our business.

ITEM 4.    MINE SAFETY DISCLOSURES.

Not applicable.

Performance Graph

Set forth below is a line graph comparing the annual percentage change in the cumulative total return to the holders of our common stock with the cumulative total return of the Russell 3000 Index, a customized peer group consisting of teneight companies listed below the following table and a combined classification of companies under Standard Industry Codes as 8742-Management Consulting Services for the five years ended May 26, 2018.30, 2020. The graph assumes $100 was invested at market close on May 25, 201329, 2015 in our common stock and in each index (based on prices from the close of trading on May 25, 2013)29, 2015), and that all dividends are reinvested. Stockholder returns over the indicated period may not be indicative of future stockholder returns.

The information contained in the performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Companywe specifically incorporatesincorporate it by reference into such filing

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Resources Connection, Inc., the Russell 3000 Index,

SIC Code 8742—Management Consulting and Peer Groupfiling.



*$100 invested on 5/25/13 in stock or index, including reinvestment of dividends.

The Company’s

Our customized peer group includes the following teneight professional services companies that we believe reflect the competitive landscape in which the Company operateswe operate and acquiresacquire talent: CRA International, Inc.; FTI Consulting, Inc.; Heidrick & Struggles International, Inc.; Hudson Global, Inc.; Huron Consulting Group Inc.; ICF International, Inc.; Kforce, Inc.; Korn/Ferry International;and Korn Ferry. Navigant Consulting, Inc.; and The Advisory Board Company. The Company’s is no longer included in our customized peer group due to its acquisition by Veritas Capital-backed Guidehouse in October 2019. Our compensation committee, a committee of our board of directors comprised of independent directors, reviews the composition of the peer group annually to ensure its alignment with the Company’sour size, practice areas, business model delivery and geographic reach.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those discussed in Part I, Item 1A. “Risk Factors.” and elsewhere in this Annual Report onForm 10-K. See “Forward Looking Statements.”

Overview

RGP is a multinational businessglobal consulting firm that provides agile consulting services and talentenables rapid business outcomes by bringing together the right people to its global client base which is faced with disruption,create transformative change. As a human capital partner for our clients, we specialize in solving today’s most pressing business transformation and compliance issues. We bring functional competenciesproblems across the enterprise in the areas of accounting; finance; governance, risktransactions, regulations and compliance management; corporate advisory, strategic communicationstransformations. Our engagements are designed to leverage human connection and restructuring; information management; human capital; supply chain management;collaboration to deliver practical solutions and legalmore impactful results that power our clients’, consultants’ and regulatory. We assistpartners’ success. See Part 1, Item 1 “Business” for further discussions about our clients with projects requiring specialized expertise in:business and operations. 



Key Transformation Initiatives

Starting in fiscal 2017 and project management; business and technology integration; data strategy including governance, security and privacy (such as the European General Data Protection Regulation); and business performance management (such as core planning and consolidation systems)