FTI CONSULTING, INC DC false 0000887936 0000887936 2024-06-05 2024-06-05

 

 

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

Date of Report (Date of earliest event reported): June 5, 2024

 

 

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-14875   52-1261113

(State or Other Jurisdiction

of corporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

555 12th Street NW, Washington, D.C. 20004
(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbols(s)

  

Name of each Exchange

on which Registered

Common Stock, par value $0.01 per share   FCN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

 

(a)

A total of 33,351,008 shares, or 93.58%, of the common stock issued and outstanding as of the close of business on the record date of March 7, 2024 (the “Record Date”), were represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 5, 2024 (the “Annual Meeting”). The proposals below were described in detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).

 

(b)

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

Proposal No. 1 – Elect as directors the nine nominees named in the Proxy Statement. Stockholders of record as of the close of business on the Record Date elected the nine nominees as directors of the Company by a majority of the total votes cast FOR their election as a director at the Annual Meeting, to each serve until the next annual meeting of stockholders or until its successor is duly elected and qualifies, or until its death, resignation, retirement or removal (whichever occurs first), as follows:

 

Name

    For      Against      Abstain      Broker Non-Votes
Brenda J. Bacon    31,421,247      850,770      18,453      1,060,538
Mark S. Bartlett    31,162,844      1,111,970      15,656      1,060,538
Elsy Boglioli    32,065,804      205,807      18,859      1,060,538
Claudio Costamagna    31,693,933      577,352      19,185      1,060,538
Nicholas C. Fanandakis    32,016,876      255,241      18,353      1,060,538
Steven H. Gunby    31,892,679      381,727      16,064      1,060,538
Gerard E. Holthaus    31,665,906      606,210      18,354      1,060,538
Stephen C. Robinson    32,081,876      190,241      18,353      1,060,538
Laureen E. Seeger    32,102,752      169,870      17,848      1,060,538

Proposal No. 2 – Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2024. A majority of votes cast by stockholders of record as of the Record Date at the Annual Meeting voted FOR Proposal No. 2, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 was ratified, as follows:

 

For

  

Against

  

Abstain

33,164,451   167,314   19,243

Proposal No. 3 – Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2023 as described in the Proxy Statement. The votes cast by stockholders of record as of the Record Date at the Annual Meeting voted 99.36% FOR and 0.63% AGAINST Proposal 3, as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

32,060,471   203,480   26,519   1,060,538

The Company’s Board of Directors and Compensation Committee value the views of the Company’s stockholders and will consider the results of this advisory vote when making future decisions on named executive officer compensation.

 

ITEM 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

104   The Cover Page from FTI Consulting’s Current Report on Form 8-K dated June 5, 2024, formatted in Inline XBRL

 

1

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 7, 2024     By:  

/s/ CURTIS P. LU

      Curtis P. Lu
      General Counsel

 

2

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Document and Entity Information
Jun. 05, 2024
Cover [Abstract]  
Entity Registrant Name FTI CONSULTING, INC
Entity Address, State or Province DC
Amendment Flag false
Entity Central Index Key 0000887936
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Incorporation State Country Code MD
Entity File Number 001-14875
Entity Tax Identification Number 52-1261113
Entity Address, Address Line One 555 12th Street NW
Entity Address, City or Town Washington
Entity Address, Postal Zip Code 20004
City Area Code (202)
Local Phone Number 312-9100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol FCN
Security Exchange Name NYSE
Entity Emerging Growth Company false
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