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 Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
(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. ☐
| Item 7.01. | Regulation FD Disclosure. |
As previously disclosed, FTI Consulting Inc.’s (“FTI Consulting”) 2.0% Convertible Senior Notes due 2023 (the “Notes”) are convertible, at the holders’ option, at any time on or after May 15, 2023 and prior to the close of business on the business day immediately preceding the maturity date of August 15, 2023 (the “Conversion Period”). For any conversion of Notes during the Conversion Period, FTI Consulting has elected Combination Settlement (as defined in the indenture governing the Notes) and will settle the principal amount of the Notes in cash, and the premium, if any, due upon any conversion of any Notes in shares of FTI Consulting’s common stock.
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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 thereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: June 8, 2023 | By: | /s/ CURTIS P. LU | ||||
| Curtis P. Lu | ||||||
| General Counsel | ||||||
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Document and Entity Information |
Jun. 08, 2023 |
|---|---|
| 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. 08, 2023 |
| 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 |