As described below under Item 5.07 of this Current Report, at the 2012 annual meeting of shareholders of PRGX Global, Inc. ("PRGX" or the "Company") held on June 19, 2012 (the "Annual Meeting"), the shareholders approved an amendment (the "Incentive Plan Amendment") to the PRGX Global, Inc. 2008 Equity Incentive Plan (the "Incentive Plan"). The Incentive Plan Amendment increases the available shares reserved under the Incentive Plan by 2,200,000 shares to a total of 7,600,000.

The foregoing description of the Incentive Plan Amendment is qualified in its entirety by reference to the Incentive Plan, as amended and restated effective April 23, 2012, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

At the Annual Meeting, the shareholders of PRGX approved all proposals recommended by the Board of Directors (the "Board") as described in PRGX's proxy statement dated May 2, 2012.

With respect to Proposal 1 (election of three Class I directors to serve until the annual meeting of shareholders to be held in 2015, or until their successors are elected and qualified), the nominees received the following votes:

     Director               Shares For       Shares Withheld       Broker Non-Votes
     Romil Bahl              14,229,514             4,256,688              3,110,474
     William C. Copacino     15,621,604             2,864,598              3,110,474
     Steven P. Rosenberg     12,840,907             5,645,295              3,110,474

As previously reported, Mr. Copacino passed away on May 17, 2012. The Board did not nominate a substitute nominee to replace Mr. Copacino, and reduced the size of the Board to seven members at a Board Meeting held on June 19, 2012. The Company's directors serving in Class II and Class III did not stand for election at the Annual Meeting. The directors serving in Class II, Patrick G. Dills and N. Colin Lind, will continue to serve until the 2013 annual meeting of shareholders or until their successors are elected and qualified. The directors serving in Class III, David A. Cole, Philip J. Mazzilli, Jr. and Archelle Georgiou Feldshon, will continue to serve until the 2014 annual meeting of shareholders or until their successors are elected and qualified.

With respect to Proposal 2 (to ratify BDO USA, LLP as the Company's independent registered public accounting firm for fiscal year 2012), 21,565,337 shares, or 99.90% of the votes cast, voted for the proposal, 22,218 shares voted against the proposal, and 9,121 shares abstained from voting on the proposal.

With respect to Proposal 3 (to approve the Company's executive compensation), 17,426,214 shares, or 95.98% of the votes cast, voted for the proposal, 729,646 shares voted against the proposal, 330,342 shares abstained from voting on the proposal, and there were 3,110,474 broker non-votes.

With respect to Proposal 4 (to approve an amendment to the Incentive Plan), 15,722,900 shares, or 85.61% of the votes cast, voted for the proposal, 2,642,656 shares voted against the proposal, 120,646 shares abstained from voting on the proposal, and there were 3,110,474 broker non-votes.

(d) Exhibits

The following exhibits are filed herewith:

10.1 PRGX Global, Inc. 2008 Equity Incentive Plan, as amended and restated effective April 23, 2012

10.2 Form of PRGX Global, Inc. Performance Unit Agreement