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): December 11, 2006
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.) |
500 East Pratt Street, Suite 1400, Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 951-4800
Not Applicable
(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 240.14d-2(b)) |
| ¨ | 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)) |
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 11, 2006, FTI Consulting, Inc. (“FTI”) issued a Press Release announcing that effective December 11, 2006, its Board of Directors appointed Brenda Bacon as an independent director on Class II of the Board. Ms. Bacon fills the vacancy created by the Board action taken on December 11, 2006 increasing the number of directors from nine to ten and the number of members of Class II from three to four. On December 11, 2006, the Board appointed Ms. Bacon as a member of the Nominating and Corporate Governance Committee of the Board. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference. Ms. Bacon’s term as a Class II director will continue until FTI’s annual meeting of stockholders in the Spring of 2007. As of the date of this Current Report on Form 8-K, Ms. Bacon is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
ITEM 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
| 99.1 | Press Release dated December 11, 2006, of FTI Consulting, Inc. |
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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: December 12, 2006 | 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 dated December 11, 2006, of FTI Consulting, Inc. |
Exhibit 99.1
FTI Consulting, Inc.
500 East Pratt Street
Suite 1400
Baltimore, Maryland 21202
(410) 951-9800
FOR FURTHER INFORMATION:
| AT FTI CONSULTING: | AT FINANCIAL DYNAMICS: | |||
| Jack Dunn, President & CEO | Investors: Gordon McCoun | |||
| (410) 224-1483 | Media: Evan Goetz | |||
| (212) 850-5600 |
FOR IMMEDIATE RELEASE
FTI Consulting Appoints Brenda J. Bacon to Board of Directors
Baltimore, MD – December 11, 2006 - FTI Consulting, Inc. (NYSE: FCN), the leading global consulting firm to organizations confronting the critical legal, financial and reputational issues that shape their futures, today announced that its Board of Directors appointed Brenda Bacon, an independent director, to fill the vacancy created as a result of the Board increasing the number of directors to ten from nine and the number of members of Class II of the Board to four from three. Ms. Bacon’s term will expire at FTI’s next annual meeting in Spring of 2007. Ms. Bacon will serve on the Board’s Nominating and Corporate Governance Committee.
Ms. Bacon, age 56, is President and CEO of Brandywine Senior Care, Inc., a company she co-founded in 1996, now named Brandywine Senior Living. Ms. Bacon became President and Chief Operating Officer in May 2003, and President and Chief Executive Officer in July 2004. From 1989 to 1993, Ms. Bacon served as Chief of Management and Planning, a cabinet-level position under New Jersey Governor James J. Florio, where she oversaw all health care and human services reform efforts and departments, and served as a senior advisor to the Governor. In addition, in 1993, Ms. Bacon spent several weeks in Washington on loan to the Presidential Transition Team for the transition of the Department of Health and Human Services where she participated in the confirmation preparation for Secretary Donna Shalala.
Commenting on Ms. Bacon’s appointment, Jack Dunn, FTI’s president and chief executive officer, said: “The Board is delighted to add Brenda as an independent director. Her many years of senior management experience in the healthcare industry, an industry focus of FTI, will be an invaluable benefit to the Board.”
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About FTI Consulting
FTI is a leading global firm that organizations rely on for advice and solutions in the areas of forensic analysis, investigation, economic analysis, restructuring, due diligence, strategic communication, financial communication and technology when confronting the critical legal, financial and reputational issues that shape their futures.
FTI delivers solutions every day through its network of nearly 2,000 professionals in offices in every major business center in the world.
Safe Harbor Statement
This press release includes “forward-looking” statements that involve uncertainties and risks. There can be no assurance that actual results will not differ from the company’s expectations. The company has experienced fluctuating revenues, operating income and cash flow in some prior periods and expects this may occur from time to time in the future. As a result of these possible fluctuations, the company’s actual results may differ from our projections. Further, preliminary results are subject to normal year-end adjustments. Other factors that could cause such differences include pace and timing of additional acquisitions, the company’s ability to realize cost savings and efficiencies, competitive and general economic conditions, retention of staff and clients and other risks described in the company’s filings with the Securities and Exchange Commission. We are under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
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