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 3, 2015

 

 

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 38,067,729 shares, or 91.98 %, of the common stock issued and outstanding as of the record date of March 25, 2015, was represented by proxy or in person at the Annual Meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 3, 2015 (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 five 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 25, 2015 elected the eight nominees as directors of the Company by a majority of the votes cast FOR and WITHHELD at the Annual Meeting, to each serve for a one-year term ending on the date of the annual meeting of stockholders in 2016 and until his or her successor is duly elected and qualified, as follows:

 

Name

   For      Withheld      Abstain      Broker
Non-Votes
 
              1,807,393   

Brenda J. Bacon

     35,224,434         836,531         199,371      

Mark S. Bartlett

     35,669.308         333,122         257,906      

Claudio Costamagna

     35,305,685         758,201         196,450      

James W. Crownover

     35,400,434         589,827         270,075      

Vernon Ellis

     35,377,684         702,550         180,102      

Nicholas C. Fanandakis

     35,591,635         487,111         181,590      

Steven H. Gunby

     35,734,160         346,278         179,898      

Gerard E. Holthaus

     35,172,639         800,761         286,936      

Proposal No. 2 – Approve the FTI Consulting, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan Effective as of June 3, 2015. A majority of the votes cast at the Annual Meeting by the stockholders of record on March 25, 2015 were cast FOR Proposal No. 2, and the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan (Amended and Restated Effective as of June 3, 2015) was approved, as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 
           1,807,393   

33,564,302

     2,655,747         40,287      

 

1


Proposal No. 3 – Approve the performance goals under the FTI Consulting, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan Effective as of June 3, 2015. A majority of the votes cast at the Annual Meeting by the stockholders of record on March 25, 2015 were cast FOR Proposal No. 3, and the performance goals under the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan (Amended and Restated Effective as of June 3, 2015) were approved, as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 
           1,807,393   

35,011,741

     1,207,972         40,623      

Proposal No. 4 – Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2015. A majority of votes cast at the meeting have ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015, as follows:

 

For

   Against      Abstain  

37,858,851

     196,001         12,877   

Proposal No. 5 – Approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement. The proposal to approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement, was approved with 70.62% of the shares cast at the Annual Meeting voting FOR Proposal No. 5, and 29.26% of the shares cast at the Annual Meeting voting AGAINST Proposal No. 5, as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 
           1,807,393   

25,607,165

     10,611,434         41,737      

 

2


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 5, 2015 By:

/S / DAVID M. JOHNSON

David M. Johnson
Chief Financial Officer

 

3