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 OfficersItem 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
