UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of corporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(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 | ||
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. ☐
A total of 33,360,458 shares, or 94.29%, of the common stock issued and outstanding as of the close of business on the record date of March 6, 2025 (the “Record Date”), were present or represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 4, 2025 (the “Annual Meeting”). The proposals below were described in detail in the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2025 (the “Proxy Statement”).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the Annual Meeting, the Company’s stockholders approved an amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan (the “Plan”) to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035.
For additional information regarding the Plan, please refer to the heading “Key Plan Provisions” contained in Proposal No. 4 of the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is filed hereto as Exhibit 10.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The final voting results for the four 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. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:
| Name |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Mark S. Bartlett | 32,170,813 | 276,889 | 20,847 | 891,909 | ||||||||||||
| Elsy Boglioli | 32,097,264 | 341,928 | 29,357 | 891,909 | ||||||||||||
| Claudio Costamagna | 31,926,831 | 518,844 | 22,874 | 891,909 | ||||||||||||
| Nicholas C. Fanandakis | 32,063,864 | 381,819 | 22,866 | 891,909 | ||||||||||||
| Steven H. Gunby | 31,588,496 | 858,450 | 21,603 | 891,909 | ||||||||||||
| Stephen C. Robinson | 32,108,768 | 329,970 | 29,811 | 891,909 | ||||||||||||
| Laureen E. Seeger | 31,997,007 | 442,249 | 29,293 | 891,909 | ||||||||||||
| Eric T. Steigerwalt | 32,390,636 | 55,854 | 22,059 | 891,909 | ||||||||||||
| Janet H. Zelenka | 32,437,829 | 9,159 | 21,561 | 891,909 | ||||||||||||
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, 2025. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:
| For | Against | Abstentions | ||
| 33,208,841 | 127,585 | 24,032 |
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, 2024 as described in the Proxy Statement. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 32,273,252 | 170,587 | 24,710 | 891,909 |
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.
Proposal No. 4 - Approve the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 31,841,410 | 601,928 | 25,211 | 891,909 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan | |
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated June 4, 2025, formatted in Inline XBRL | |
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, 2025 | By: | /s/ CURTIS P. LU | ||||
| Curtis P. Lu | ||||||
| General Counsel | ||||||