8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

May 17, 2012

Date of Report (Date of earliest event reported)

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	0-28000	58-2213805
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
600 Galleria Parkway, Suite 100 Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code): 770-779-3900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

PRGX Global, Inc. (the “Company”) is saddened to announce the passing of William C. Copacino, a member of the Company’s Board of Directors, on May 17, 2012. A copy of the Company’s press release announcing Mr. Copacino’s death is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

99.1 Press Release dated May 23, 2012

SIGNATURES

Pursuant to the requirements of Section 12 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.

PRGX Global, Inc.
By:	/s/ Victor A. Allums
	Victor A. Allums
	Senior Vice President, Secretary and General Counsel

Dated: May 23, 2012

EX-99.1

Exhibit 99.1

PRGX Global, Inc. Announces the Passing of Board Member William C. Copacino

ATLANTA, May 23, 2012 – With deep regret, PRGX Global, Inc. (Nasdaq:PRGX) today announced that William C. Copacino, a member of the Company’s Board of Directors, passed away on May 17, 2012. Mr. Copacino, age 61, served as a member of the Company’s Board of Directors since August 2011.

“We are deeply saddened to learn of the passing of Bill Copacino,” said Patrick G. Dills, Chairman of the Board. “While Bill only recently joined our Board, he was held in high regard for his intellect, business experience and engagement in the success of our company. We express our sincere condolences to his family during this difficult time.”

Romil Bahl, Board member, president and chief executive officer, added, “Bill will be missed by all of us who had the privilege of working alongside him and learning from his experiences. His integrity, dedication and humility will continue to inspire us for many years to come.”

About PRGX Global, Inc.

Headquartered in Atlanta, Georgia, PRGX Global, Inc. is the world’s leading provider of recovery audit services. With over 1,600 employees, the Company operates and serves clients in more than 30 countries and provides its services to over 75% of the top 30 global retailers. PRGX is also pioneering Profit Discovery™, a unique combination of audit, analytics and advisory services that improves client financial performance. For additional information, please visit PRGX at www.prgx.com.

PRGX Global, Inc.

Alexandra Gobbi, Vice President, Marketing and Communications

phone: +1-770-779-3253

fax: +1-770-779-3195

alexandra.gobbi@prgx.com

600 Galleria Parkway, Suite 100

Atlanta, GA 30339