Edgar Filing: FTI CONSULTING INC

FTI CONSULTING, INC.

Dated: June 5, 2015

/S / DAVID M. JOHNSON

David M. Johnson

Chief Financial Officer

Form 8-K

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): June 3, 2015

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.)

1101 K Street NW, Washington, D.C. 20005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 312-9100

(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))

Item 5.07. Submission of Matters to a Vote of Security Holders

A total of 38,067,729 shares, or 91.98 %, of the common stock issued and outstanding as of the record date of March 25, 2015, was represented by proxy or in person at the Annual Meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June 3, 2015 (the “Annual Meeting”). The proposals below were described in detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).

The final voting results for the five proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1 – Election of eight nominees as directors. Stockholders of record on March 25, 2015 elected the eight nominees as directors of the Company by a majority of the votes cast FOR and WITHHELD at the Annual Meeting, to each serve for a one-year term ending on the date of the annual meeting of stockholders in 2016 and until his or her successor is duly elected and qualified, as follows:


Name	For		Withheld		Abstain		Broker Non-Votes
								1,807,393
Brenda J. Bacon		35,224,434		836,531		199,371
Mark S. Bartlett		35,669.308		333,122		257,906
Claudio Costamagna		35,305,685		758,201		196,450
James W. Crownover		35,400,434		589,827		270,075
Vernon Ellis		35,377,684		702,550		180,102
Nicholas C. Fanandakis		35,591,635		487,111		181,590
Steven H. Gunby		35,734,160		346,278		179,898
Gerard E. Holthaus		35,172,639		800,761		286,936

Proposal No. 2 – Approve the FTI Consulting, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan Effective as of June 3, 2015. A majority of the votes cast at the Annual Meeting by the stockholders of record on March 25, 2015 were cast FOR Proposal No. 2, and the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan (Amended and Restated Effective as of June 3, 2015) was approved, as follows:


For	Against		Abstain		Broker Non-Votes
						1,807,393
33,564,302		2,655,747		40,287

Proposal No. 3 – Approve the performance goals under the FTI Consulting, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan Effective as of June 3, 2015. A majority of the votes cast at the Annual Meeting by the stockholders of record on March 25, 2015 were cast FOR Proposal No. 3, and the performance goals under the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan (Amended and Restated Effective as of June 3, 2015) were approved, as follows:


For	Against		Abstain		Broker Non-Votes
						1,807,393
35,011,741		1,207,972		40,623

Proposal No. 4 – Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2015. A majority of votes cast at the meeting have ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015, as follows:


For	Against		Abstain
37,858,851		196,001		12,877

Proposal No. 5 – Approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement. The proposal to approve, in an advisory (non-binding) vote, the compensation of the named executive officers as described in the Proxy Statement, was approved with 70.62% of the shares cast at the Annual Meeting voting FOR Proposal No. 5, and 29.26% of the shares cast at the Annual Meeting voting AGAINST Proposal No. 5, as follows:


For	Against		Abstain		Broker Non-Votes
						1,807,393
25,607,165		10,611,434		41,737

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.