Item  1.01: Entry into a Material Definitive Agreement

On October 19, 2006, the stockholders of Resources Connection, Inc. (the “Company”), acting at the Company’s Annual Meeting, approved an amendment to the Company’s 2004 Performance Incentive Plan (the “Plan”) increasing the number of shares of the Company’s common stock available for award grants under the Plan by 1,500,000 shares. The Plan as amended was previously described in the Company’s Notice of Annual Meeting and Proxy Statement, which was filed with the Securities and Exchange Commission on September 12, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

RESOURCES CONNECTION, INC.

Date: October 25, 2006

   

By:

 

/s/ Donald B. Murray

       

Donald B. Murray

       

Chief Executive Officer