SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2004
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-14875 | 52-1261113 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
900 Bestgate Road, Suite 100, Annapolis, Maryland 21401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 224-8770
Item 5. Other Events. Results of Annual Meeting of FTI Consulting, Inc.; Election of President; Resignation of Director; Increase in Size of Board
A copy of the Press Release announcing the results of the Annual Meeting of Stockholders of FTI Consulting, Inc. (“FTI”) held on May 19, 2004; the election of Jack B. Dunn, IV to hold the position of President, in addition to holding the positions of Chairman of the Board and Chief Executive Officer of FTI; the resignation of Stewart J. Kahn as a director of FTI effective on May 19, 2004, as well as an increase in the size of the Board of Directors of FTI from seven to eight directors by adding one Class III director, is filed as Exhibit 99.1 and is hereby incorporated herein by reference. Mr. Kahn announced that he is retiring from the Board of FTI to pursue charitable and other interests unrelated to his duties at FTI. Previously, Mr. Kahn announced that he would retire as the President of FTI effective on May 19, 2004. Following his retirement, Mr. Kahn will act as a special advisor to the Chief Executive Officer.
Item 7. Financial Statements and Exhibits.
| (c) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated May 20, 2004. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FTI CONSULTING, INC. | ||||
| Dated: May 20, 2004 | By: | /s/ Theodore I. Pincus | ||
| Theodore I. Pincus | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated May 20, 2004. |
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Exhibit 99.1
| FOR FURTHER INFORMATION: | RE: FTI Consulting, Inc. |
| AT FTI CONSULTING: | AT FINANCIAL RELATIONS BOARD | |||||
| Jack Dunn | Lisa Schaefer | Lisa Fortuna | Tim Grace | |||
| Chairman & CEO | Media Relations | Analyst Inquiries | Financial Media | |||
| (410) 224-1483 | (212) 841-9364 | (312) 640-6679 | (312) 640-6667 | |||
FOR IMMEDIATE RELEASE
THURSDAY, MAY 20, 2004
FTI CONSULTING ANNOUNCES RESULTS OF
MAY 19 ANNUAL STOCKHOLDERS MEETING
ANNAPOLIS, MD, May 20, 2004—FTI Consulting, Inc. (NYSE: FCN), the premier national provider of turnaround, bankruptcy and litigation-related consulting services, today announced the results of its Annual Meeting of Stockholders held on May 19, 2004 in Annapolis, Md. Stockholders voted in the election of the Class II directors, reelecting Denis J. Callaghan, Dennis J. Shaughnessy and George P. Stamas for three-year terms. At the meeting, stockholders also voted to approve the FTI Consulting, Inc. 2004 Long Term Incentive Plan, which reserves 3 million shares of Common Stock for option and stock awards; approved increasing by 250,000 shares the number of shares of Common Stock available for sale under the FTI Consulting, Inc. Employee Stock Purchase Plan, as amended; and ratified the appointment of Ernst & Young LLP as independent auditor of FTI for the year ending December 31, 2004.
At a Board Meeting immediately following the Annual Meeting of Stockholders, the Board elected Jack B. Dunn, IV to hold the position of President, in addition to holding the positions of Chairman of the Board and Chief Executive Officer.
At the Board Meeting, Stewart J. Kahn notified the Board that he would retire as a director of FTI, with his resignation effective immediately. Previously, Mr. Kahn had notified FTI that he would retire as President following the Annual Meeting of Stockholders. Mr. Kahn announced that he is retiring from the Board to pursue charitable and other interests unrelated to his duties at FTI. Upon his retirement, Mr. Kahn will act as a special advisor to the Chief Executive Officer.
In addition, at the Board Meeting, in response to the increasing importance placed on the role of independent directors by shareholders, institutions, rating agencies and other constituents, the Board increased the size of the Board of Directors from seven to eight members, increasing the number of Class III directors to three members. The Board intends to fill that vacancy as well as
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FTI Consulting, Inc.
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the vacancy created by the retirement of Mr. Kahn with independent directors who will serve until the Annual Meeting of Stockholders next year. The Nominating and Corporate Governance Committee will identify candidates to fill those vacancies.
About FTI Consulting
FTI is the premier provider of corporate finance/restructuring, forensic and litigation consulting, and economic consulting. Strategically located in 24 of the major US cities and London, FTI employs over 1,000 professionals consisting of numerous PhDs, MBAs, CPAs, CIRAs and CFEs who are committed to delivering the highest level of service to our clients. These clients include the world’s largest corporations, financial institutions and law firms in matters involving financial and operational improvement and major litigation.
FTI is on the Internet at www.fticonsulting.com.
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