UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) Effective March 25, 2025, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting” or the “Company”) elected Eric Steigerwalt and Janet Zelenka as independent directors of FTI Consulting. Mr. Steigerwalt and Ms. Zelenka fill the vacancies created by Board action increasing the overall size of the Board from nine directors to eleven directors effective March 25, 2025. Mr. Steigerwalt and Ms. Zelenka have not yet been appointed to any Committees of the Board, and the Board expects to reconsider Committee composition following the Company’s Annual Meeting of Shareholders to be held on June 4, 2025.
As of the date of this Current Report on Form 8-K, neither Mr. Steigerwalt nor Ms. Zelenka is a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, there are no family relationships among Mr. Steigerwalt or Ms. Zelenka and any director or officer of FTI Consulting, and there are no arrangements or understandings between Mr. Steigerwalt or Ms. Zelenka and any other persons pursuant to which either was selected as a director.
Under the FTI Consulting, Inc. Non-Employee Director Compensation Plan, as amended and restated effective January 1, 2016 (the “Restated Director Plan”), each of Mr. Steigerwalt and Ms. Zelenka is eligible to receive, as of the date of his or her election as a non-employee director of FTI Consulting, a prorated portion of annual compensation payable to non-employee directors, as follows: (i) annual cash retainer of $50,000 and (ii) annual restricted stock unit award of $250,000. The Restated Director Plan was filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2016 as an exhibit to FTI Consulting’s Annual Report on Form 10-K for the year ended December 31, 2015. A description of the amounts and forms of compensation payable pursuant to the Restated Director Plan was included in FTI Consulting’s proxy statement for the 2024 annual meeting of stockholders filed with the SEC on April 19, 2024.
| ITEM 7.01. | Regulation FD Disclosure |
On March 31, 2025, FTI Consulting issued a press release announcing the increase of the size of the Board and the elections of Mr. Steigerwalt and Ms. Zelenka as directors of FTI Consulting to fill the vacancies created on the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated March 31, 2025 of FTI Consulting, Inc. | |
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated March 25, 2025, formatted in Inline XBRL. | |
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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 hereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: March 31, 2025 |
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| By: | /s/ CURTIS P. LU | |||||
| Name: | Curtis P. Lu | |||||
| Title: | General Counsel | |||||
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