Form 8-K

 

 

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

Date of Report (Date of earliest event reported): June 1, 2016

 

 

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-14875   52-1261113

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1101 K Street NW, Washington, D.C. 20005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 312-9100

(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:

 

¨ 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 5.07. Submission of Matters to a Vote of Security Holders

A total of 38,469,428 shares, or 93.05%, of the common stock issued and outstanding as of the record date of March 23, 2016, was represented by proxy or in person at the Annual Meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 1, 2016 (the “Annual Meeting”). The proposals below were described in detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).

The final voting results for the four proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1 – Election of eight nominees as directors. Stockholders of record on March 23, 2016 elected the eight nominees as directors of the Company by a majority of the votes cast FOR his or her election at the Annual Meeting, to each serve for a one-year term ending on the date of the annual meeting of stockholders in 2017 and until his or her successor is duly elected and qualifies, as follows:

 

Name

   For      Withheld      Abstain      Broker
Non-Votes
 
              1,647,004   

Brenda J. Bacon

     36,066,606         749,338         6,480      

Mark S. Bartlett

     36,525,105         290,227         7,092      

Claudio Costamagna

     36,060,082         750,272         12,070      

Vernon Ellis

     36,524,611         290,722         7,091      

Nicholas C. Fanandakis

     36,576,125         220,520         25,779      

Steven H. Gunby

     36,576,965         238,368         7,091      

Gerard E. Holthaus

     35,980,539         738,239         103,646      

Laureen E. Seeger

     36,507,609         308,478         6,337      

 

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Proposal No. 2 – Approve the performance measures and monetary limit under the FTI Consulting, Inc. Incentive Compensation Plan to preserve eligibility for the tax deductibility of awards thereunder for purposes of Section 162(m) of the U.S. Internal Revenue Code. A majority of the votes cast at the Annual Meeting by the stockholders of record on March 23, 2016 were cast FOR Proposal No. 2, and the performance measures and monetary limit under the FTI Consulting, Inc. Incentive Compensation Plan were approved, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

      1,647,004
36,311,386   463,514   47,524  

Proposal No. 3 – Ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2016. A majority of votes cast at the Annual Meeting by stockholders of record on March 23, 2016 voted FOR Proposal No. 3, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016 was ratified, as follows:

 

For

 

Against

 

Abstain

38,280,791   177,703   10,934

Proposal No. 4 – Approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement for the Annual Meeting. The proposal to approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement for the Annual Meeting, was approved with 96.53% of the shares cast at the Annual Meeting by stockholders of record on March 23, 2016 voting FOR Proposal No. 4, and 2.74% of the shares cast at the Annual Meeting voting AGAINST Proposal No. 4, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

      1,647,004
35,548,238   1,012,179   262,008  

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    FTI CONSULTING, INC.
Dated: June 6, 2016     By:   /S/ Curtis Lu
      Curtis Lu
      General Counsel

 

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