CRA INTERNATIONAL,INC. (NASDAQ:CRAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CRA INTERNATIONAL,INC. (NASDAQ:CRAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July12, 2017, our shareholders approved amendments to our amended and restated 2006 equity incentive plan. These amendments, among other things,

· limited the acceleration of performance-based awards granted under the plan to a payment based on actual performance that is pro-rated for the portion of the performance period completed; and

· increased the term of stock options (other than certain incentive stock options) granted under the plan after July12, 2017 from seven to ten years.

A copy of the plan, as so amended, is attached as Exhibit10.1 to this current report on Form8-K and incorporated herein by reference.

On July12, 2017, the compensation committee of our board of directors granted to our president and chief executive officer, Paul Maleh, a special service-based cash award under our cash incentive plan and a special performance-based equity award under our 2006 equity incentive plan. The maximum amount payable under the cash award is $1,000,000, $300,000 of which was payable at grant with the remainder subject to vesting depending on continued employment as follows: $150,000 will vest on each of the first and second anniversaries of the award’s date of grant, and $200,000 will vest on each of the third and fourth anniversaries of the date of grant. The equity award is a performance-based restricted stock unit award for a maximum of 13,758 units, which will vest based on the achievement of a performance goal for our consolidated fiscal 2018 Adjusted EBITDA and continued employment as follows: if our compensation committee determines in 2019 that the performance goal was achieved, then one-third of the units will vest on the date of that determination and the remaining two-third of the units will vest in two equal installments based on continued employment through the first and second anniversaries of that date; and if our compensation committee determines that the performance goal was not achieved, then no units will vest under the award. Any vested units may in our discretion be paid in the form of shares of our common stock, cash, or a combination of the two.

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

On July12, 2017, we held an annual meeting of our shareholders. A total of 8,574,865 shares of our common stock were outstanding as of May3, 2017, the record date for the annual

meeting. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

Proposal One: Election of Directors

Our shareholders elected Rowland T. Moriarty, William Concannon and Robert Whitman as our ClassI directors for a three-year term. The results of the vote were as follows:

Nominee

For

Withheld

Broker Non-Votes

Rowland T. Moriarty

6,776,976

427,982

415,295

William Concannon

4,409,295

2,795,663

415,295

Robert Whitman

6,994,755

210,203

415,295

Proposal Two: Approval of Executive Compensation

Our shareholders voted to approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement filed in connection with the annual meeting to Item 402 of Regulation S-K. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

7,070,069

51,379

83,510

415,295

Proposal Three: Frequency of Advisory Shareholder Votes on Executive Compensation

Our shareholders voted to approve, on an advisory basis, every year as the preferred frequency of our holding advisory shareholder votes to approve the compensation paid to our named executive officers as disclosed to Item 402 of Regulation S-K. The results of the vote were as follows:

1Year

2Years

3Years

Abstain

Broker Non-Votes

5,538,587

134,822

1,431,526

100,023

415,295

Based on these results and consistent with the highest number of votes cast with respect to this matter, our board of directors has decided to hold advisory shareholder votes to approve the compensation paid to our named executive officers as disclosed to Item 402 of Regulation S-K every year until the next required vote on the frequency of such advisory votes.

Proposal Four: Approval of Amendments to our Amended and Restated 2006 Equity Incentive Plan, and Approval of the Plan for purposes of the Internal Revenue Code.

Our shareholders voted to approve amendments to our amended and restated 2006 equity

incentive plan, including increasing the maximum number of shares issuable under the plan by 400,000, as well as approving the entire plan, as amended, including for purposes of Section162(m)of the Internal Revenue Code. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

6,544,543

647,873

12,542

415,295

Proposal Five: Approval of our Cash Incentive Plan

Our shareholders voted to approve our cash incentive plan, including for purposes of Section162(m)of the Internal Revenue Code. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

7,055,729

137,498

11,731

415,295

Proposal Six: Ratification of Ernst& Young LLP as our Independent Registered Public Accountants for Fiscal 2017

Our shareholders ratified the appointment by our audit committee of Ernst& Young LLP as our independent registered public accountants for our fiscal year ending December30, 2017. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

7,592,831

1,793

25,629

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number

Title

10.1

CRA International,Inc. Amended and Restated 2006 Equity Incentive Plan, as amended (filed as Annex A to our definitive proxy statement filed on April28, 2017 and incorporated herein by reference)


About CRA INTERNATIONAL,INC. (NASDAQ:CRAI)

CRA International, Inc. is a global consulting firm. The Company provides economic, financial and management consulting services. It operates in two segments: consulting services and NeuCo. It offers consulting services in areas, including litigation, regulatory and financial consulting, and management consulting. It provides consulting services to corporate clients and attorneys in a range of litigation and regulatory proceedings, providing research and analysis, testimony, and support in all areas of finance, accounting, economics, insurance, and forensic accounting and investigations. It offers law firms, businesses, and government agencies services related to class certification, damages analysis, expert reports and testimony, regulatory analysis, strategy development, valuation of tangible and intangible assets, risk management and transaction support. Its subsidiary, NeuCo, Inc. develops and markets a family of neural network software tools and application consulting services.

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