SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 32,180,636 shares, or 93.46%, of the common stock issued and outstanding as of the close of business on the record date of March 3, 2022 (the “Record Date”), was represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 1, 2022 (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 ten nominees named in the Proxy Statement. Stockholders of record as of the close of business on the Record Date elected the ten nominees as directors of the Company by a majority of the total votes cast FOR and WITHHELD with respect to his or her election as a director at the Annual Meeting, to each serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualifies, or until his or her death, resignation, retirement or removal (whichever occurs first), as follows:
| Name |
For |
Withheld |
Abstain |
Broker |
||||||||||||
| Brenda J. Bacon |
30,665,494 | 457,967 | 154,980 | 902,195 | ||||||||||||
| Mark S. Bartlett |
30,122,455 | 1,147,726 | 8,260 | 902,195 | ||||||||||||
| Claudio Costamagna |
30,975,429 | 293,953 | 9,059 | 902,195 | ||||||||||||
| Vernon Ellis |
30,920,544 | 349,683 | 8,214 | 902,195 | ||||||||||||
| Nicholas C. Fanandakis |
31,168,843 | 101,339 | 8,259 | 902,195 | ||||||||||||
| Steven H. Gunby |
31,007,419 | 262,863 | 8,159 | 902,195 | ||||||||||||
| Gerard E. Holthaus |
30,736,088 | 399,142 | 143,211 | 902,195 | ||||||||||||
| Nicole S. Jones |
31,206,975 | 19,282 | 52,184 | 902,195 | ||||||||||||
| Stephen C. Robinson |
31,259,618 | 10,561 | 8,262 | 902,195 | ||||||||||||
| Laureen E. Seeger |
31,063,305 | 207,439 | 7,697 | 902,195 | ||||||||||||
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, 2022. A majority of votes cast by stockholders of record as of the close of business on 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, 2022 was ratified, as follows:
| For |
Against |
Abstain | ||
| 31,839,152 | 329,299 | 12,185 |
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, 2021 as described in the Proxy Statement. The stockholders of record as of the close of business on the Record Date at the Annual Meeting voted 85.98% FOR and 14.01% AGAINST Proposal 3, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 26,883,353 | 4,381,822 | 13,266 | 902,195 |
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.
1
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 1, 2022, formatted in Inline XBRL
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 3, 2022 | By: | /s/ CURTIS P. LU | ||||
| Curtis P. Lu | ||||||
| General Counsel | ||||||
3
Document and Entity Information |
Jun. 01, 2022 |
|---|---|
| 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. 01, 2022 |
| 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 |