how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.

Can I revoke my proxy or change my vote?Solicitation

 An executed proxy may be revoked at any time before its exercise by:

•

sending a written notice that you have revoked your proxy to our Corporate Secretary,



•

submitting a later-dated duly executed proxy card, or



•

attending the meeting

We will pay for preparing, assembling and voting your shares (please be advised that if you hold your shares in "street name" additional requirements apply to vote your shares in person at the Annual Meeting, as provided inmailing this proxy statement).

        Prior to the date of the 2013 Annual Meeting, any notice of revocation or subsequent proxy must be delivered to our Corporate Secretary at 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613. On the date of the 2013 Annual Meeting, such notice or subsequent proxy should be delivered in person at the 2013 Annual Meeting prior to the time of the vote. Accordingly, the execution of the enclosedWHITE proxy card will not affect your right to vote in person should you find it convenient to attend the 2013 Annual Meeting and desire to vote in person, so long as you have revoked your proxy prior to its exercise in accordance with these instructions. If you have instructed a broker to vote your shares, you must follow your broker's directions in order to change those instructions.

What does it mean if I receive more than one WHITE proxy card or voting instruction form?

        If you hold your shares in more than one account, you will receive aWHITE proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please vote using eachWHITE proxy card or voting instruction form you receive or, if you vote by Internet or telephone, you will need to enter each of your Control Numbers. Remember, you may vote by telephone, Internet or by signing, dating and returning theWHITE proxy card in the postage-paid envelope provided.

        As previously noted, the IRS No. 19 Group has provided us with the Notice indicating that it intends to nominate an opposition slate of two (2) nominees for election as directors, as well as submit certain stockholder proposals for approval, at the 2013 Annual Meeting in opposition to the two (2) highly-qualified and experienced director candidates your Board has nominated. As a result, you may receive proxy cards from both RCM and the IRS No. 19 Group. To ensure that stockholders have RCM's latest proxy information and materials to vote, the Board may conduct multiple mailings prior to the date of the 2013 Annual Meeting, each of which will include aWHITE proxy card. The Board encourages you to vote eachWHITE proxy card you receive.

THE BOARD STRONGLY URGES YOU TO REVOKE ANY PROXY CARD YOU MAY HAVE RETURNED WHICH YOU RECEIVED FROM THE IRS NO. 19 GROUP. Even a "WITHHOLD" vote with respect to the IRS No. 19 Group's nominees on their proxy card will cancel any previously submittedWHITE proxy card.

THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE IRS NO. 19 GROUP, EVEN AS A PROTEST VOTE AGAINST THE IRS NO. 19 GROUP OR THE IRS NO. 19 GROUP'S NOMINEES.

Who will solicit proxies on behalf of the Board?

        Proxies may be solicited on behalf of the Board, without additional compensation, by RCM'sstatement. Our directors, officers and regular employees. Such persons are listed in Annex A to this proxy statement.

Additionally, the Board has retained MacKenzie Partners, Inc., a proxy solicitation firm, whoemployees may solicit proxies onthrough the Board's behalf.

        The original solicitationmails, direct communication or otherwise. None of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, and personal solicitation by our directors, officers or other regular employees (who will receive no additional compensation for such solicitation activities). Yousoliciting proxies. We may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.

Who will bear the cost of the solicitation of proxies?

        The entire cost of soliciting proxies, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders, will be borne by RCM. Copies of solicitation material will be furnished to banks,reimburse brokerage houses, dealers, banks, voting trustees, their respective nomineesfirms and other agents holding shares in their names, which are beneficially owned by others, so that they may forward this solicitation material, together with our Annual Report on Form 10-K for the fiscal year ended December 29, 2012, to beneficial owners. In addition, if asked, we will reimburse these personscustodians, nominees or fiduciaries for their reasonable expenses infor forwarding these materials to the beneficial owners.

        Due to the possibility of a proxy contest, we have engaged MacKenzie Partners Inc. to solicit proxies from stockholders in connection with the 2013 Annual Meeting. MacKenzie Partners Inc. expects that approximately 25 of its employees will assist in the solicitation of proxies. We will pay MacKenzie Partners, Inc. a fee not to exceed $125,000 plus costs and expenses. In addition, MacKenzie Partners, Inc. and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

        RCM estimates that its additional expenses beyond those normally associated with soliciting proxies for the 2013 Annual Meeting as a result of the potential proxy contest (excluding salaries and wages of our regular employees and officers) will be $500,000 in the aggregate, of which approximately $200,000 has been spent to date. Such additional solicitation costs are expected to include the fees incurred to retain MacKenzie Partners, Inc. as RCM's proxy solicitor, as discussed above (at last year's 2012 Annual Meeting, no proxy solicitor was deemed necessary), fees of outside counsel to advise RCM in connection with a possible contested solicitation of proxies, increased mailing costs, such as the costs of additional mailings of solicitation materials to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners, as described above, and the costs of retaining an independent inspector of election.stockholders.

May I attend the 2013 Annual Meeting?

        Only holders of RCM shares as of the record date are entitled to attend the 2013 Annual Meeting. Family members are welcome to accompany you to the 2013 Annual Meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. RCM reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the record date. No cameras, recording equipment, large bags, briefcases or packages will be permitted into the 2013 Annual Meeting.

Where and when will I be able to find the voting results?

        You can find the official results of the voting at the 2013 Annual Meeting in our Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the "SEC") within four business days after the 2013 Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.

What is RCM's Internet address?

        RCM's Internet address is http://www.rcmt.com. You can access this proxy statement and RCM's Annual Report on Form 10-K for the fiscal year ended December 29, 2012 at this Internet address. RCM's filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

Who can answer my questions?

        Your vote at this year's meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosedWHITE proxy card and return it in the enclosed postage-paid envelope promptly or vote by Internet or telephone. If you have questions or require assistance in the voting of your shares, please call MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885

How can I obtain additional copies of these materials or copies of other documents?

        Complete copies of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 are also available on our website at http://www.rcmt.com. You may also contact MacKenzie Partners, Inc. for additional copies.

        The IRS No. 19 Group may send you solicitation materials in an effort to solicit your vote to elect up to two (2) of their nominees to RCM's Board.THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION CARD THAT YOU MAY RECEIVE FROM THE IRS NO. 19 GROUP, EVEN AS A PROTEST VOTE AGAINST THE IRS NO. 19 GROUP OR THE IRS NO. 19 GROUP'S NOMINEES.

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders to be Held on December 5, 20134, 2014

This Proxy Statementproxy statement and our 2012 Annual Report2013 annual report to Stockholdersstockholders are available at

http://www.viewourmaterial.com/rcmwww.astproxyportal.com/ast/08117

BACKGROUNDSECURITY OWNERSHIP OF THE PROXY CONTESTCERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following is a chronology oftable lists the material contacts and events in our relationship with the IRS No. 19 Group leading up to the filing of this proxy statement:

        On January 19, 2012, IRS No. 19, its affiliates and other members of the IRS No. 19 Group, including Legion Partners Asset Management, LLC ("Legion Partners"), and Bradley S. Vizi, an employee of Legion Partners and a nominee to the Board proposed by the IRS No. 19 Group, filed a Schedule 13D with the Securities and Exchange Commission (the "SEC") to report that they had acquired beneficial ownership of 5.1% of RCM's issued and outstanding common stock.

        Over the course of 2012,persons we engaged in various discussions with Mr. Vizi, acting as a representative of the IRS No. 19 Group and Legion Partners. Mr. Vizi made various suggestions regarding our corporate governance structure and other matters, including that he be elected to the Board. In July and August of 2012, we engaged in discussions with Mr. Vizi regarding his potential election to the Board, and presented Mr. Vizi with a draft of an agreement, containing terms typical of an agreement of this kind. On September 25, 2012, we received a letter from Legion Partners, signed by Mr. Vizi, indicating that Legion Partners did not believe that the terms of the agreement were in Legion's best interests at that time, and that they had elected not to proceed with the discussions with us.

        On January 2, 2013, RCM received a notice from IRS No. 19 expressing the intention on behalf of itself and other members of the IRS No. 19 Group to nominate two (2) alternative candidates, Bradley S. Vizi and Roger H. Ballou, to stand for election to the Board at the 2013 Annual Meeting. In such notice, the IRS No. 19 Group further stated that it also intends to present the following three proposals at the 2013 Annual Meeting: (i) that your Board amend our Bylaws to eliminate the classification of the Board and require that all directors stand for election annually beginning with the annual meeting of stockholdersknow to be held in 2014, (ii) that your Board amend our Bylaws to provide that director nominees be elected by the affirmative votebeneficial owners of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats, and (iii) that your Board adopt a policy that the Board's Chairman be an independent director according to the definition set forth in the NASDAQ listing standards. The IRS No. 19 Group's notice is referred to in this proxy statement as the "Notice." The IRS No. 19 Group did not provide any reasons in its Notice as to why a change in our Board was appropriate, including, but not limited, to how the addition to the Board of either of the nominees proposed by the IRS No. 19 Group would be a catalyst for enhancing stockholder value.

        On the evening of January 24, 2013, our Chairman of the Board and Chief Executive Officer, Leon Kopyt, met in person with Mr. Vizi. The purpose of the meeting was to discuss the Notice and for Mr. Kopyt to learn about and better understand the IRS No. 19 Group's concerns, suggestions and specific inputs relating to any operational improvements, strategic initiatives and capital allocation to enhance stockholder value for the benefit of all of RCM's stockholders. At no time during the course of this meeting, despite repeated requests from Mr. Kopyt, did Mr. Vizi provide any suggestions or specific inputs relating to any operational improvements, strategic initiatives or capital allocation to enhance stockholder value. Mr. Kopyt also indicated to Mr. Vizi that the Board is not opposed to changes that enhance the current composition of the Board, provided that such changes occur in a manner that is consistent with the Board's duty to act in the best interests of all RCM stockholders. As such, Mr. Kopyt noted that, while the Board is amenable to discussing adding a representative from the IRS No. 19 Group to the Board, if the Board was to add two stockholder representatives to the Board, the Board would want to seek suggestions from other RCM stockholders for the second Board seat, rather than just from the IRS No. 19 Group.

        On the morning of January 25, 2013, Mr. Kopyt held a telephone call with Mr. Vizi to follow-up on their meeting of the previous evening. During the course of this telephone call, Mr. Vizi indicated that the IRS No. 19 Group (perhaps in concert with others who Mr. Vizi was not willing to identify to Mr. Kopyt) may potentially be interested in exploring the acquisition of RCM. Mr. Vizi did not provide Mr. Kopyt with any specifics about the interest of the IRS No. 19 Group, the contemplated structure of such a transaction, how such a transaction would be financed, and how such a transaction would maximize value for all of RCM's stockholders. Mr. Kopyt responded by indicating to Mr. Vizi that the Board would at all times act in the best interests of all of RCM stockholders and would discharge its fiduciary duties accordingly. At no point subsequent to this conversation did RCM receive any formal indication of interest from Mr. Vizi or the IRS No. 19 Group regarding a potential acquisition of RCM.

        On January 31, 2013, RCM delivered a letter to Mr. Vizi from Mr. Kopyt to follow-up on the January 24, 2013 in-person meeting and subsequent telephone call. In his letter, Mr. Kopyt noted that, while he had met with Mr. Vizi in furtherance of the Board's desire to learn about and better understand the concerns, suggestions and specific inputs of the IRS No. 19 Group that could enhance stockholder value for the benefit of all RCM stockholders, Mr. Kopyt had yet to receive a response from Mr. Vizi that addressed these substantive matters (either at the in-person meeting or since then), despite Mr. Kopyt's repeated requests. Mr. Kopyt reiterated in his letter that the Board is not opposed to changes that enhance the current compositionleast five percent of our Board, and that the Board was very amenable to adding additional independent members who are committed to acting in the best interests of all stockholders and are not in any way obligated to serve the interests of any particular constituency. Mr. Kopyt further noted that the Board was not opposed to enhancing stockholder representation on the Board with one or more representatives referred to it from stockholders, but any such representation should not be disproportionate to the level of a stockholder's investment in RCM and the Board would expect to be provided appropriate assurances that such representative is committed to representing the interests of all RCM stockholders, not just a "sponsoring" stockholder such as the IRS No. 19 Group. In addition, Mr. Kopyt communicated the Board's view that it was opposed to any change in Board composition, even if not a technical "change in control," that would allow any individual stockholder or group of stockholders to assert disproportionate influence, if not effective control, over the Board.

        In his letter of January 31, 2013, Mr. Kopyt also referenced the comments that Mr. Vizi had made during the January 25, 2013 telephone call with respect to the IRS No. 19 Group being potentially interested in exploring the acquisition of RCM, perhaps in concert with others who Mr. Vizi had not been willing to identify to Mr. Kopyt. Mr. Kopyt further commented in his letter to Mr. Vizi that, given the apparent interest of the IRS No. 19 Group in seeking control of RCM, the Board now better understood why the IRS No. 19 Group would be seeking to replace two of the incumbent Board members with two of its nominees and why the IRS No. 19 Group was reluctant to accept one Board seat even if the Board agreed to create a second vacancy and fill such vacancy with a new independent director not designated by the IRS No. 19 Group.

        Also on January 31, 2013, the RCM Board adopted a limited-duration stockholder rights plan (the "Rights Plan"). As a limited-duration stockholder rights plan, the Rights Plan has a term of less than one-year and expires by its terms on January 29, 2014. The purpose of a Rights Plan is to protect RCM and its stockholders from efforts to obtain control of RCM that the RCM Board determines are not in the best interests of RCM and its stockholders, and to enable all stockholders to realize the long-term value of their investment in RCM. The Rights Plan is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the RCM Board. Nor does the Rights Plan prevent the RCM Board from considering any offer that it considers to be in the best interest of its stockholders. The Rights Plan adopted by RCM is similar to rights plans adopted by many other publicly-traded companies. Under the Rights Plan, the Rights will be exercisable if a person or group

acquires 15% or more of RCM's common stock in a transaction, including the open market purchaseas of shares, not approved by the RCM Board. If a person or group acquires 15% or moreOctober 17, 2014.

Security Ownership of RCM's common stock, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's exercise price (subject to adjustment as provided in the Rights Plan)Certain Beneficial Owners (Continued)

Security Ownership of Management

The following table lists the number of shares of RCM'sour common stock having a then-current market valuebeneficially owned, as of twice the exercise price.

        On February 4, 2013, Mr. Vizi, acting on behalfOctober 17, 2014, by each director and director nominee, each of the IRS No. 19 Group, delivered a letter to RCM where he attempted to disavow his previous statements indicating that the IRS No. 19 Group may potentially be interested in exploring the acquisition of RCM or taking control. In his letter, Mr. Vizi expressed negative views regarding RCM's performance, governance and compensation practices though, as in the past, Mr. Vizi made no suggestions as to any operational improvements, strategic initiatives or capital allocations that he or the otherour executive officers, certain members of the IRS No. 19 Group believed could be useful to the Board's ongoing efforts to increase value for all RCM stockholders. In his letter, Mr. Vizi further indicated that the IRS No. 19 Group was not prepared to accept RCM's settlement offer of (i) one seat on the Board, which RCM believes would have provided the IRS No. 19 Group with representation proportional to its ownership interest in RCM,our senior management, and (ii) an additional new independent director to be recommended by another stockholder.

        On February 8, 2013, RCM delivered a letter from Mr. Kopyt to Mr. Vizi. In his letter, Mr. Kopyt expressed his disappointment with Mr. Vizi's attempt to disavow his previous statements regarding the interest of the IRS No. 19 Group in taking control of RCM. Mr. Kopyt specifically noted that, during the January 25, 2013 telephone call, Mr. Vizi had asked him directly if RCM would consider being acquired by the IRS No. 19 Group,our directors, nominees and that Mr. Vizi had even asked Mr. Kopyt if RCM would share confidential information with the IRS No. 19 Group. Mr. Kopyt also noted that the IRS No. 19 Group was seeking 2 out of 6 seats on the Board, as opposed to a lesser level of representation that would be commensurate with its ownership interest in RCM, because they believed they needed, as Mr. Vizi put it, a "hammer." Additionally, Mr. Kopyt expressed his continued disappointment that, despite his past requests for any suggestions relating to operational improvements, strategic initiatives and capital allocations that the IRS No. 19 Group believed could be useful to the Board in its continuing efforts to enhance stockholder value for the benefit of all RCM stockholders, the Board, to date, had received no such suggestions from the IRS No. 19 Group.

        In his letter of February 8, 2013, Mr. Kopyt reaffirmed that the Board was amenable to adding one representative from the IRS No. 19 Groupexecutive officers as a new director but, as part of any such settlement, RCM would expectgroup. In general, beneficial ownership includes those shares a person has the IRS No. 19 Group to provide the Company with an appropriate standstill commitment. Mr. Kopyt also expressed the Board's skepticism that the IRS No. 19 Group would be willing to agree to an appropriate standstill commitment that would prevent them from acquiring control of RCM.

        On February 11, 2013, Mr. Vizi, acting on behalf of the IRS No. 19 Group, responded in writing to Mr. Kopyt's letter of February 8, 2013. In his letter, Mr. Vizi indicated that, while the IRS No. 19 Group remained open to a "sensible" settlement that could avoid a proxy contest at the 2013 Annual Meeting, it was not willing to accept a settlement that contemplated only one Board seat for the IRS No. 19 Group or required them to agree to any standstill restrictions

        In his February 11, 2013 letter, Mr. Vizi also attempted to assure RCM that the IRS No. 19 Group is not seeking to acquire or take control of RCM stating that "at no point in over 30 years of investing amongst the three principals of Legion Partners have any of us ever bid on a public company, let alone taken control of one in any capacity." RCM believes that Mr. Vizi's statement is inconsistent with the fact that two of the principals of Legion Partners, including Mr. Vizi, gained most of their activist investing experience at affiliates of Shamrock Holdings, Inc., an investment group that, over the course of its history, made numerous hostile takeover attempts against public companies. RCM also believes that stockholders, in assessing whether they believe that the IRS No. 19 Group has an undisclosed

agenda to take control of RCM, should also consider, in addition to the unequivocal statements that Mr. Kopyt recalls Mr. Vizi making during their January 25, 2013 telephone call, that Mr. Ballou, the other nominee for election to the Board proposed by the IRS No. 19 Group, is the former President and Chief Executive Officer of CDI Corp. and orchestrated CDI's unsolicited offer to acquire RCM for $5.20 per share in May 2010, which is almost 18% below RCM's recent closing price of $6.34 on October 16, 2013.

        On May 28, 2013, the RCM Board, in response to input from stockholders, approved an amendment to the Rights Plan to add a qualified offer / stockholder redemption provision. The qualified offer provision is intended to ensure that the Rights Plan does not discourage prospective acquirors from making offers to acquire RCM that may be in the best interests of stockholders. It provides that if RCM receives a qualified offer (as defined in the amended Rights Plan) and the RCM Board has not redeemed the outstanding rights or exempted such offer from the terms of the Rights Plan or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such qualified offer from the terms of the Rights Plan, in each case by the end of the 90 business days following the announcement of such qualified offer, the holders of 10% of RCM's outstanding common stock may call a special meeting of stockholderspower to vote on a resolution authorizing the redemption of all, but not less than all, the then outstanding rights. RCM also announced on May 28, 2013or transfer, as well as shares owned by immediate family members who live with that it intended to submit the Rights Plan, as amended, for ratification at the 2013 Annual Meeting. While such stockholder ratification is not required by RCM's Bylaws or other applicable legal requirements and would not have been binding on the RCM Board, the RCM Board believed that submitting the Rights Plan to stockholders for ratification at a routine annual meeting would be a matter of good corporate practice. However, when RCM announced this intention, it did not expect that it would be holding the 2013 Annual Meeting only a month prior to the expiration of the Rights Plan, as it now will be. RCM also expected when it announced its intention to submit the Rights Plan for ratification that it would be able to negotiate a reasonable settlement with the IRS No. 19 Group that would have avoided a contested solicitation at the 2013 Annual Meeting, which did not occur, despite RCM's substantial efforts.person.

 RCM believes that any proposal to seek ratification of the Rights Plan would need to address whether the Rights Plan should be renewed past the current expiration date of January 29, 2014. The RCM Board has made no such determination and is not prepared today to make any recommendation to stockholders as to whether to renew the Rights Plan after it expires. Due to the current uncertainty as to whether it will remain in the best interests of RCM and its stockholders to maintain a stockholder rights plan past the current expiration date of the Rights Plan (including to address any attempts by the IRS No. 19 Group or any other parties to seek effective control of RCM without paying RCM's stockholders a control premium) and what the terms would be of the Rights Plan if renewed (e.g., term, trigger threshold, etc.), RCM has decided not to seek stockholder ratification of the Rights Plan at the 2013 Annual Meeting. While RCM is not seeking stockholder ratification of the Rights Plan at the 2013 Annual Meeting, RCM will continue to seek stockholder input as to the continuing need for the Rights Plan (as it did in previously amending the Rights Plan to add the qualified offer provision).

__________

 On August 15, 2013, RCM delivered a letter from Mr. Kopyt to Mr. Vizi. In his letter, Mr. Kopyt proposed a settlement that contemplated, among others, the following terms: (i) RCM would increase the size of the Board from six to seven members; (ii) RCM would agree to include Messrs. Vizi and Ballou in RCM's director nominee slate for the 2013 Annual Meeting and support their election to the Board; (iii) provided that the beneficial ownership interest of the IRS No. 19 Group in RCM did not fall below 10% of RCM's issued and outstanding shares, and subject to any limitations imposed by the rules of the Nasdaq Stock Market, the IRS No. 19 Group would have the right to recommend replacement directors reasonably satisfactory to the Board if Mr. Vizi and/or Mr. Ballou no longer serve as directors for any reason through the 2014 annual meeting; (iv) the IRS No. 19 Group would

agree to vote all of its shares at the 2013 Annual Meeting in favor of (A) RCM's director nominee slate which would include Messrs. Vizi and Ballou; and (B) RCM's proposal to declassify the Board; and (v) the IRS No. 19 Group would agree to customary standstill restrictions that would continue until the later of January 1, 2015 and, if Messrs. Vizi and Ballou are elected to the Board at the 2013 Annual Meeting, the expiration of their terms of office as members of the Board.

        On August 27, 2013, Mr. Vizi, acting on behalf of the IRS No. 19 Group, responded in writing to RCM's letter dated August 15, 2013. Mr. Vizi indicated in his letter that, while the IRS No. 19 Group was willing to consider a settlement, there remained certain "key" points that were important to them and must be addressed. These points included that (i) the IRS No. 19 Group would not agree to any standstill restrictions; (ii) rather than wait until stockholders had the opportunity to vote on the election of directors at the 2013 Annual Meeting, Messrs. Vizi and Ballou must be appointed to the Board immediately to replace Messrs. Kerr and Needleman with the Board remaining fixed at six members; and (iii) either Mr. Ballou or Mr. Vizi must be named as the Lead Independent Director. Mr. Vizi indicated that these points were "critical" for the IRS No. 19 Group to consider a settlement.

        On August 29, 2013, RCM responded by delivering a letter from Mr. Kopyt to Mr. Vizi. In his letter, Mr. Kopyt expressed the Board's disappointment with Mr. Vizi's refusal to accept what the Board believed was a reasonable settlement offer that would have provided the IRS No. 19 Group with significant board representation relative to their investment in RCM. Mr. Kopyt also expressed the Board's belief that Mr. Vizi's refusal to have the IRS No. 19 Group be bound by customary standstill restrictions made it more apparent than ever that the IRS No. 19 Group had an undisclosed agenda to seek control of RCM without paying stockholders an appropriate control premium for their shares.

        On September 4, 2013, Mr. Vizi, acting on behalf of the IRS No. 19 Group, responded to Mr. Kopyt's letter of August 29, 2013 and provided RCM with an alternative settlement proposal. In his letter, Mr. Vizi proposed the following terms with respect to the Board's composition: (i) RCM would cause Messrs. Needleman and Kerr to resign from the Board, and Messrs. Vizi and Ballou would be appointed to the Board to fill the vacancies resulting from the foregoing resignations; (ii) RCM and the Board would support the election of the IRS No. 19 Group's two nominees, Messrs. Vizi and Ballou, at the 2013 Annual Meeting to serve as directors, with terms expiring in 2016; (iii) the Board would remain fixed at six members through the 2015 annual meeting, unless mutually agreed upon with the IRS No. 19 Group; (iv) if any of the IRS No. 19 Group nominees are unable to serve as a director at any time and for any reason, the IRS No. 19 Group would have the right to recommend replacement directors as long as it owns 5% or more of RCM's outstanding stock and the Board may not unreasonably withhold acceptance of any replacement director; and (v) Mr. Vizi would assume the role of Lead Independent Director for his tenure on the Board, unless mutually agreed upon with the IRS No. 19 Group. In its proposal, the IRS No. 19 Group also indicated that it was amenable to certain standstill restrictions which would terminate at the 2014 annual meeting and would restrict the IRS No. 19 Group from seeking, alone or with others, additional representation on the Board. The IRS No. 19 Group also indicated that it was seeking, as part of a settlement, (i) that the declassification of the Board be delayed until the 2014 annual meeting so that any directors elected at the 2013 Annual Meeting, including the nominees of the IRS No. 19 Group, could still serve for a three-year term and avoid having to stand for re-election until the 2016 annual meeting; (ii) that RCM's Stockholder Rights Agreement be amended so that it would not be triggered unless a person acquired beneficial ownership of 20% or more of RCM's common stock; and (iii) that the IRS No. 19 Group be reimbursed for all of its expenses incurred with respect to its activist activities against RCM.

        From August 29, 2013 through September 4, 2013, Mr. Vizi and Mr. Miller held several telephone calls and discussed a potential settlement.

        On September 10, 2013, RCM delivered a letter from Mr. Kopyt to Mr. Vizi, which included an alternative settlement proposal from RCM. RCM's settlement proposal contemplated, among others,

the following terms: (i) RCM would increase the size of its Board from six members to seven members; (ii) the size of the Board would remain fixed at seven members until the termination of the standstill period; (iii) RCM would cause Mr. Needleman, a Class B director with a term expiring at the 2013 Annual Meeting, to resign from the Board, effective immediately; (iv) RCM would appoint Messrs. Vizi and Ballou, effective immediately, as Class B directors with terms expiring at the 2013 Annual Meeting; (v) RCM would include Messrs. Vizi and Ballou in its slate of directors nominated for election at the 2013 Annual Meeting; (vi) RCM would agree, acting through the Board, to re-nominate Mr. Vizi and Mr. Ballou for re-election at the 2014 annual meeting; (vii) the Board would name Mr. Vizi to serve as the Board's Lead Director; (viii) the Board would present for stockholder approval at the 2013 Annual Meeting (and recommend that stockholders vote "FOR") proposals to (A) declassify the Board pursuant to a phased-in approach beginning with the 2013 Annual Meeting; provided that each director in office immediately prior to the 2013 Annual Meeting shall continue to serve the terms for which such director was elected; (B) adopt a majority voting standard in non-contested director elections; and (C) ratify RCM's stockholder rights plan in its current form; (ix) the IRS No. 19 Group would agree to a broad standstill that would prevent it from, among other things, threatening or waging another proxy contest against RCM at the 2014 annual meeting and for a certain period of time thereafter but not including the 2015 annual meeting; and (x) RCM would reimburse the IRS No. 19 Group for its reasonable out-of-pocket expenses incurred with respect to the 2013 Annual Meeting in an aggregate amount not to exceed $25,000. RCM's settlement proposal also proposed terms regarding mutual release of claims, mutual covenants of non-disparagement and provisions regarding how any settlement would be publicly announced and communicated.

        On September 12, 2013, Mr. Vizi, on behalf of the IRS No. 19 Group, emailed Mr. Kopyt to follow-up on the settlement proposal that RCM had made on September 10, 2013. Mr. Vizi indicated that the IRS No. 19 Group was interested in reaching a resolution to avoid a proxy contest, but that there still appeared to be a number of open areas of disagreement, most notably board composition.

        At various times during the period from September 12, 2013 to September 20, 2013, Kevin Miller, the Company's Chief Financial Officer, held a number of telephone calls with Mr. Vizi to discuss various issues relating to a potential settlement, including, but not limited to, composition of the Board. During the course of these discussions, RCM indicated that, if necessary to achieve a settlement that also committed the IRS No. 19 Group to a broad and comprehensive standstill, it was amenable to keeping the size of the Board at six members and to replacing the two directors that would be standing for re-election at the 2013 Annual Meeting with Messrs. Vizi and Ballou.

        On September 20, 2013, Mr. Vizi emailed Mr. Miller to inform him that he was reviewing a draft settlement agreement with his counsel and that a draft would be distributed to RCM early the following week.

        On September 23, 2013, RCM received a draft settlement agreement from Mr. Vizi, acting on behalf of the IRS No. 19 Group. In addition, later that day, Mr. Vizi telephoned Mr. Miller to communicate a few points regarding the draft settlement agreement, including, but not limited to, that the IRS No. 19 Group is particularly focused on the following two terms: (i) the IRS No. 19 Group wants to preserve its ability to increase its ownership to 20% of RCM's outstanding shares; and (ii) the IRS No. 19 Group wants the Board's declassification delayed until the 2014 annual meeting which would allow any directors elected at the 2013 Annual Meeting, including the nominees of the IRS No. 19 Group, to serve for a three-year term and avoid having to stand for re-election until the 2016 annual meeting. An additional issue raised by the draft settlement agreement was the request of the IRS No. 19 Group that it be reimbursed for all of their expenses incurred in connection with their activist activities against RCM, subject only to a high limit of $250,000.

        On September 24, 2013, Mr. Miller had a telephone call with Mr. Vizi to communicate RCM's disappointment with the draft settlement agreement that had been provided by the IRS No. 19 Group

to RCM, including, but not limited to, the limited nature of the standstill that had been proposed and the very high limit of $250,000 that had been proposed with respect to the expenses for which the IRS No. 19 Group would be reimbursed.

        On September 26, 2013, Mr. Miller called Mr. Vizi to inform him that he would be e-mailing to him later that day RCM's comments on the IRS No. 19 Group's draft settlement agreement, which comments would highlight numerous areas of disagreement. During his telephone call with Mr. Vizi, Mr. Miller noted that RCM was disappointed to see how many terms were missing from the draft settlement agreement that RCM would have thought were non-controversial, including language relating to the breadth of the standstill that the IRS No. 19 Group would be subject to, mutual releases, mutual non-disparagement, litigation restrictions, and confidentiality, among other terms. Mr. Miller also noted that a number of significant open issues remained, such as the timing of implementing the Board's declassification and the amount of the IRS No. 19 Group's expenses that would be reimbursed. Mr. Miller suggested that, after Mr. Vizi had a chance to review RCM's comments to the agreement, they should narrow down the open issues and discuss how far apart they were and whether or not further settlement discussions would be productive.

        Later, on September 26, 2013, Mr. Miller sent to Mr. Vizi a revised draft settlement agreement reflecting RCM's comments on the initial draft provided by the IRS No. 19 Group.

        On September 30, 2013, Mr. Miller had a telephone call with Mr. Vizi to discuss the revised settlement agreement that had been provided by RCM to the IRS No. 19 Group. During the course of the call, Mr. Vizi indicated that the IRS No. 19 Group was not prepared to adjust its position that the declassification of the Board be delayed until after the 2013 Annual Meeting. Mr. Vizi also indicated to Mr. Miller that the IRS No. 19 Group was not prepared to provide RCM with a revised draft of the settlement agreement unless RCM agreed to delay the Board's declassification until after the 2013 Annual Meeting.

        Also on September 30, 2013, Mr. Miller emailed Mr. Vizi and, in his message, indicated that while RCM and the IRS No. 19 Group had made significant progress over the previous two weeks in negotiating a settlement, they had appeared to have reached a potential impasse on two major issues, the timing of the Board's declassification and the $250,000 limit on the amount of the expense reimbursement that would be made to the IRS No. 19 Group. Mr. Miller also indicated to Mr. Vizi that, before the parties could make any further progress on either of these two significant open issues, it was important that all other open issues in the settlement agreement be identified. Accordingly, he asked Mr. Vizi to provide RCM with a revised draft of the settlement agreement by early the following day so that both RCM and the IRS No. 19 Group could see exactly where they stood. Further, Mr. Miller asked Mr. Vizi to inform him if the IRS No. 19 Group was no longer interested in pursuing settlement discussions.

        Subsequently on September 30, 2013, Mr. Vizi responded to Mr. Miller via email and indicated that the IRS No. 19 Group was not prepared to provide RCM with a revised draft of the settlement agreement until two of the IRS No. 19 Group's requests were resolved: (i) that it be reimbursed for its expenses up to $200,000, and (ii) that that the declassification of the RCM Board be delayed until after the 2013 Annual Meeting.

        On October 1, 2013, Mr. Miller emailed Mr. Vizi and expressed RCM's disappointment that the IRS No. 19 Group was refusing to further negotiate the proxy contest settlement agreement so long as the issues relating to the timing of the Board's declassification and expense reimbursement were unresolved. Mr. Miller indicated in his message that, while there was room to narrow the gap on the expense reimbursement issue and eventually find common ground, RCM found more troubling the IRS No. 19 Group's stance on the Board's declassification.

        Later on October 1, 2013, Mr. Vizi responded to Mr. Miller's e-mail message and made it clear that there was no flexibility with respect to the IRS No. 19 Group's position on the timing of the declassification of the Board. Mr. Vizi communicated to Mr. Miller that be believed that the IRS No. 19 Group, in seeking to delay the implementation of the Board's declassification, was presenting RCM with "corporate governance best practices." In his e-mail message, Mr. Vizi provided no support for why he and the other members of the IRS No. 19 Group believed that it was "corporate governance best practices" to defer the Board's declassification, thus allowing the IRS No. 19 Group's nominees to retain the ability to be elected for three-year terms and avoid having to stand for re-election until the 2016 annual meeting.

        On October 3, 2013, RCM received from the IRS No. 19 Group an updated Notice substantially similar to the one it had delivered to RCM on January 2, 2013.

        Also on October 3, 2013, RCM received a letter from the IRS No. 19 Group requesting the right to inspect various stockholder records pursuant to Section 78.105 of the Nevada Revised Statutes, as amended (the "NRS").

        On October 7, 2013, RCM responded to the request from the IRS No. 19 Group to inspect various stockholder records and indicated that, pursuant to Section 78.105 of the NRS, the stockholder records would be made available to the IRS No. 19 Group beginning on October 10, 2013.

        On October 10, 2013, counsel for the IRS No. 19 Group delivered a letter to RCM to supplement the previous request made by the IRS No. 19 Group to inspect various stockholder records so as to clarify that the IRS No. 19 Group is seeking to inspect stockholder records as of the record date for the 2013 Annual Meeting.

        While RCM continues to be interested in avoiding a proxy contest at the 2013 Annual Meeting, the IRS No. 19 Group has continued to adhere to the adamant and unwavering position it took in settlement negotiations with RCM that the Board delay implementing its declassification until after directors are elected at the 2013 Annual Meeting so that any nominees standing for election at the 2013 Annual Meeting, including Messrs. Vizi and Ballou, if elected to the Board, would not need to stand for re-election until the 2016 annual meeting. Ironically, notwithstanding that IRS No. 19 Group is an activist investor attempting to be perceived as a corporate governance advocate, in pushing for directors at the 2013 Annual Meeting to be elected to a three-year term rather than on an annual basis, the IRS No. 19 Group has advocated a position that facilitates the entrenchment of its nominees as board members.

        On October 18, 2013, RCM filed the preliminary form of this proxy statement with the SEC.

THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY GOLD PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE IRS NO. 19 GROUP, EVEN AS A PROTEST VOTE AGAINST THE IRS NO. 19 GROUP OR THE IRS NO. 19 GROUP'S NOMINEES. DOING SO WILL INVALIDATE ANY PRIOR VOTE YOU SUBMITTED ON THE WHITE PROXY CARD IN SUPPORT OF RCM'S DIRECTOR NOMINEES.

PROPOSAL 1
___________________________

ELECTION OF DIRECTORS

 In accordance with

Historically, our Bylaws, the numberBoard of directors constituting the Board is currently fixed at six. Your Board has historically beenDirectors was divided into three classes. In previous elections, directors have been elected to staggered three-year terms and to serve until their successors have been elected and qualified.

        Since our 2012 annual meeting, your Board has performed a comprehensive review of RCM's corporate governance practices as part of our continuing effort to enhance our corporate governance practices and strengthen the functioning ofOctober 2013, the Board and its ability to serve the long-term interests of stockholders. In connection with this review, your Board considered the issue of board declassification and the views of stockholders, including the IRS No. 19 Group, with respect to why board declassification is in the best interest of stockholders. In light of the general trend in recent years of public companies declassifying their boards and considering stockholder feedback on the issue, your Board, at its meeting on October 18, 2013, approved an amendment to our Bylaws to provide that, directors will, beginning with the 2013 Annual Meeting, beour directors are elected to one-year terms and to serve until their successors have been elected and qualified. The commencementThis “declassification” of the process to declassify the Board did not affect the terms of directors who had previously been elected. Our directors who were previously elected to three-year terms willwere to continue to serve until the end of such terms and until their successors have been elected and qualified. As such, Leon Kopyt and S. Gary Snodgrass will serve until the annual meeting in 2014, and Richard D. Machon and Maier O. Fein, who were elected for three-year terms at the 2012 annual meeting of stockholders, will serve until the annual meeting in 2015. However, allThe four nominees for election to the Board at this 2013 Annual Meeting, and all nominees for director at our 2014 and 2015future annual meetings, will be elected to serve for one-year terms and until their successors have been elected and qualified.

 As noted elsewhere in this proxy statement, during the course of discussions between RCM and the IRS No. 19 Group regarding a settlement agreement to avoid a proxy contest at the 2013 Annual Meeting, RCM proposed commencing the implementation of your Board's declassification immediately such that all nominees standing for election at the 2013 Annual Meeting would only be elected for one-year terms. The IRS No. 19 Group, represented by its nominee, Mr. Vizi, objected to such an approach and demanded that RCM delay the implementation of your Board's declassification until the 2014 annual meeting so that nominees proposed for election at the 2013 Annual Meeting, including those proposed by the IRS No. 19 Group, if elected, would serve for a three-year term and, accordingly, would not need to stand for re-election until the 2016 annual meeting. Your Board was also told by the IRS No. 19 Group's nominee, Mr. Vizi, that a proxy contest at the 2013 Annual Meeting could not be avoided unless we agreed to their demand that we delay commencing the declassification of the Board until the 2014 annual meeting. Your Board believes that such a self-interested demand runs counter to most accepted notions of good corporate governance which hold that annual director elections improve the accountability of directors to stockholders.

In other words, the IRS No. 19 Group is advocating that all directors be elected for one year terms, but only after its nominees have been elected for the very three-year terms that it purports are against our stockholders' best interests.

Nominees for Election as Directors

        The terms of Robert B. Kerr and Lawrence Needleman will expire at the 2013 Annual Meeting and, accordingly, stockholdersStockholders are being asked to elect two (2)four (4) directors at the 2013 Annual Meeting, each to serve until their successors are duly elected at the 20142015 annual meeting and qualified. Mr. Needleman, whoYour Board has servednominated for election as director Roger H. Ballou, Leon Kopyt, S. Gary Snodgrass and Bradley S. Vizi, each of whom is a current member of the Board. These nominations are made in accordance with the terms of the January 2014 Settlement Agreement between the Company and certain stockholders of the Company, including Legion Partners Asset Management LLC and the other members of its stockholder group. Messrs. Ballou, Kopyt, Snodgrass and Vizi have consented to serve a term on our Board since 2007,of Directors. The persons named as proxy holders on the enclosed proxy card, Mr. Campanelli and Mr. Miller, intend to vote FOR the election of Messrs. Ballou, Kopyt, Snodgrass and Vizi unless you mark a contrary instruction on your proxy card. Unless you indicate otherwise on your proxy card, if any of Messrs. Ballou, Kopyt, Snodgrass or Vizi is unable to serve as a director at the time of the Annual Meeting, Mr. Campanelli or Mr. Miller will not stand for reelection at

vote FOR the 2013 Annual Meeting. The entire Board expresses it sincere appreciation and gratitude to Mr. Needleman for his yearselection of dedicated commitment and service toanother person that the Board and stockholders.may nominate in his place.

 Your Board is pleased to nominate

Set forth below are brief descriptions of the nominees for election as director and of the continuing directors. The descriptions for the directors Robert B. Kerrset forth the experience, qualifications, attributes and Michael E.S. Frankel. We believe our two (2) director nomineesskills that have led the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to navigate our company through the complex and dynamic business environment in which we operate and to deliver superior value to our stockholders. Each of these nominees was recommended to the Board by theBoard’s Nominating and Governance Committee and was approved unanimously by the Board. The recommendations of your Board are based on its carefully considered judgment that the experience, record and qualifications of each of its nominees make them the best candidates to serve on the Board.

        In selecting the director nominees that we are proposing for election, your Board has focused on selecting experienced, independent Board candidates who will work together constructively with a focus on operational excellence, financial strength and the growth of stockholder value.

Robert B. Kerr, Director since 1994, age 70

        Mr. Kerr was a founding partner of Everingham & Kerr, Inc., a merger & acquisition consulting firm which started in 1987. The company, formerly located in Haddon Heights, New Jersey, served small and medium-sized manufacturing, distribution and service businesses. Mr. Kerr retired from Everingham & Kerr, Inc. in 2008.

        Mr. Kerr is qualified to serve on your Board because he brings extensive experience as a former CPA, entrepreneur, advisor on hundreds of merger and acquisition transactions and public company director for almost two decades. Mr. Kerr's breadth of experiences facilitates his valuable insight in general and, more specifically, his ability to make significant and meaningful contributions to your Board regarding mergers and acquisitions, capital structure and his leadership as Chairman of our Audit Committee.

Michael E.S. Frankel, age 45

        Michael E.S. Frankel, age 45, has served as a director of Onvia (Nasdaq: ONVI) since November 2010. As a member of the Onvia Board of Directors, Mr. Frankel also serves as the Chairman of its Nominating and Governance Committee. Since February 2013, he has served as Chief Financial Officer of Iconology, Inc., d/b/a comiXology, a digital online media company that sells digital comics and graphic novels. Previously, he served as the Managing Partner of Hyde Park Advisory, LLC, a boutique advisory firm that he founded in 2011that provided advisory services on strategic growth including product and market expansion, transaction strategy, financial and business projections and general business strategy. He previously served as Senior Vice-President, Business Development and M&A of LexisNexis Group's Legal and Risk divisions, a leading global provider of content-enabled workflow solutions, from 2008 to 2011, Senior Vice-President, Corporate Development for Information Resources Inc., a provider of enterprise market information solutions and services, from 2005 to 2008, Vice-President, Business Development for GE Capital, the financial services unit of General Electric, from 2003 to 2005, and Vice-President, Corporate Development for VeriSign, Inc., a leading provider of online security, from 2000 to 2003. Mr. Frankel was also an investment banker with Merrill Lynch, Pierce, Fenner & Smith Incorporated, where he served as a financial advisor for numerous public companies in connection with merger and acquisition transactions, and a corporate attorney with the prestigious law firm of Skadden, Arps, Slate, Meagher & Flom LLP where he practiced in its mergers and acquisitions group. Mr. Frankel received M.B.A and J.D. degrees from the University of Chicago.

        Mr. Frankel is qualified to serve on your Board because he brings extensive experience as a general management, corporate development and finance executive, with roles relating to strategy, operational improvement, mergers and acquisitions and product and market expansion, in business

sectors including business services, information services, financial technology, software, online content and technology sectors facilitates his valuable insight in mergers and acquisitions and business development matters. Mr. Frankel, a former corporate and mergers and acquisitions attorney at one of the country's most respected law firms, also bring to the Board a strong background in corporate and securities laws and corporate governance matters.

        The nominees recommended by your Board have consented to serving as nominees for election to the Board, to being named in this proxy statement and to serving as members of the Board if elected by RCM's stockholders. As of the date of this proxy statement, RCM has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Board upon the recommendation of its Nominating and Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute nominees. If any substitute nominees are so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

        The accompanyingWHITE proxy card will not be voted for more than two candidates or for anyone other than the Board's nominees or designated substitutes. Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect Robert B. Kerr and Michael E.S. Frankel to the Board, unless, by marking the appropriate space on theWHITE proxy card, the stockholder instructs that he, she or it withholds authority from the proxy holder to vote.

        As earlier noted, the IRS No. 19 Group, which owns approximately 13.3% of RCM's common stock, has notified us of their intention to nominate two (2) director candidates for election, as well as submit certain stockholder proposals for approval, at the 2013 Annual Meeting in opposition to the two (2) highly-qualified and very experienced director candidates nominated by your Board. Your Board does not endorse the election of any of the IRS No. 19 Group's nominees as director, and we do not endorse any such stockholder proposal. You may receive proxy solicitation materials from the IRS No. 19 Group or other persons or entities affiliated with the IRS No. 19 Group, including an opposition proxy statement or proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the IRS No. 19 Group contained in any proxy solicitation materials filed or disseminated by the IRS No. 19 Group or any other statements that they may otherwise make.

        We urge you to disregard any proxy card or voting instruction form that you may receive from the IRS No. 19 Group and to sign and return only theWHITE proxy card that you receive from RCM. Even a "withhold" vote with respect to the IRS No. 19 Group's nominees on their proxy card will cancel any proxy previously given to RCM. If you previously signed a proxy card sent to you by the IRS No. 19 Group, you can revoke that proxy and vote for the Board's' nominees as described above. Only your latest dated proxy or vote will count.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF OUR DIRECTOR NOMINEES NAMED ON THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF THE IRS NO. 19 GROUP.

Our Current Board Members

        The following section contains information regarding RCM's current directors, their ages, the year in which each first became a director of RCM, their principal occupations or employment during the past five years, directorships held with other public companies at any time during the past five years,

and other biographical data. Included in the biography of each nominee is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that the nomineethese individuals should serve as directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OFROGER H. BALLOU, LEON KOPYT, S. GARY SNODGRASS AND BRADLEY S. VIZI AS MEMBERS OF OUR BOARD OF DIRECTORS.

Nominees for Election as Directors

Roger H. Ballou,Director since 2013,age 63

Mr. Ballou currently serves as a director of RCM.Fox Chase Bancorp, Inc., a federal savings bank, and Alliance Data Systems Corporation, a provider of transaction-based, data-driven marketing and loyalty solutions.  Mr. Ballou previously served as the Chief Executive Officer and a director of CDI Corporation, a company that offers engineering, information technology and professional staffing solutions, from 2001 until 2011. Mr. Ballou had served as Chairman and Chief Executive Officer of Global Vacation Group, Inc. from 1998 to 2000. He was a senior advisor for Thayer Capital Partners from 1997 to 1998. From 1995 to 1997, Mr. Ballou served as Vice-Chairman and Chief Marketing Officer, then as President and Chief Operating Officer, of Alamo Rent A Car, Inc.  Before joining Alamo, for more than 16 years, he held several positions with American Express, culminating in his appointment as President of the Travel Services Group.

Mr. Ballou’s extensive public board and executive management experience and personal knowledge of the Company’s business segments, in particular, its Engineering and Information Technology segments, allow him to make significant contributions in all facets of the business.

Terms expiring in 2014