SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
| (a) | A total of 34,375,310 shares, or 92.47%, of the common stock issued and outstanding as of the record date of March 25, 2020, was represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 3, 2020 (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 four proposals submitted to a vote of stockholders at the Annual Meeting are as follows: |
Proposal No. 1 – Elect as directors the eight nominees named in the Proxy Statement. Stockholders of record on March 25, 2020 elected the eight 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 Non-Votes |
||||||||||||
| Brenda J. Bacon |
30,219,641 |
2,652,869 |
143,097 |
1,359,703 |
||||||||||||
| Mark S. Bartlett |
32,482,066 |
522,991 |
10,550 |
1,359,703 |
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| Claudio Costamagna |
32,953,436 |
50,776 |
11,395 |
1,359,703 |
||||||||||||
| Vernon Ellis |
32,861,506 |
118,251 |
35,850 |
1,359,703 |
||||||||||||
| Nicholas C. Fanandakis |
32,965,674 |
39,373 |
10,560 |
1,359,703 |
||||||||||||
| Steven H. Gunby |
32,944,808 |
41,118 |
29,681 |
1,359,703 |
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| Gerard E. Holthaus |
32,504,605 |
407,362 |
103,640 |
1,359,703 |
||||||||||||
| Laureen E. Seeger |
32,869,407 |
115,355 |
30,845 |
1,359,703 |
||||||||||||
Proposal No. 2 – Approve the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of authorized shares of common stock issuable by an additional 145,000 shares and extend the expiration date to June 3, 2030. A majority of the votes cast by stockholders of record on March 25, 2020 at the Annual Meeting voted FOR Proposal 2, and the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of authorized shares of common stock issuable by an additional 145,000 shares and extend the expiration date to June 3, 2030 was approved, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 32,277,365 |
719,760 |
18,482 |
1,359,703 |
Proposal No. 3 – Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2020. A majority of votes cast by stockholders of record on March 25, 2020 at the Annual Meeting voted FOR Proposal No. 3, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020 was ratified, as follows:
| For |
Against |
Abstain | ||
| 34,132,909 |
216,653 |
25,748 |
Proposal No. 4 – Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2019, as described in the Proxy Statement for the 2020 annual meeting of stockholders. The stockholders of record on March 25, 2020 at the Annual Meeting voted 99.30% FOR and 0.69% AGAINST Proposal 3, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 32,766,411 |
229,459 |
19,737 |
1,359,703 |
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.
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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 5, 2020 |
By: |
/s/ CURTIS LU | ||||
| Curtis Lu | ||||||
| General Counsel | ||||||
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