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FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain
Officers.

FTI Consulting, Inc. (FTI Consulting) entered into an amendment
as of March21, 2017 (the CEO Amendment), of the Employment
Agreement dated as of December13, 2013, as amended (the CEO
Employment Agreement), by and between FTI Consulting and Steven
Gunby (our CEO). The CEO Amendment provides that upon termination
of Mr.Gunbys employment due to his death or Disability (as
defined in the CEO Employment Agreement), Mr.Gunby or his estate
will be eligible to receive a pro-rated (based on the number of
days he works in the applicable performance year) annual
incentive bonus for the performance year of termination based on
actual performance results for such performance year, which
amount (if any) will be paid in a lump sum in cash when annual
incentive bonuses for such performance year are paid to other
eligible senior executives of FTI Consulting.

In addition, FTI Consulting entered into amendments dated as of
March21, 2017 (individually an Officer Amendment, and
collectively, the Officer Amendments, and together with the CEO
Amendment, the Amendments), with each of Ajay Sabherwal (Chief
Financial Officer), Paul Linton (Chief Strategy and
Transformation Officer), Curtis Lu (General Counsel) and Holly
Paul (Chief Human Resources Officer), amending his or her
employment letter dated July5, 2016.July15, 2014,May14, 2015 and
July15, 2014, respectively. Each Officer Amendment provides that
upon termination for death or Disability (which term has been
defined in the same manner as under the CEO Employment
Agreement), such officer or his or her estate will be eligible to
receive his or her pro-rated (based on the number of days he or
she works in the applicable performance year) annual incentive
bonus for the performance year of termination based on actual
performance results for such performance year, which amount (if
any) will be paid in a lump sum in cash when annual incentive
bonuses for such performance year are paid to other eligible
senior executives of FTI Consulting. In addition, consistent with
the original terms of the CEO Employment Agreement, each Officer
Amendment also provides that in the event of such officers death
or Disability, he or she will be entitled to receive the unpaid
amount, if any, of any previously earned and unpaid annual
incentive bonus based on actual performance results for the
applicable performance year.

The above descriptions of the Amendments are qualified in their
entirety by the full text of each applicable Amendment. The
Amendments have been filed with this Current Report on Form 8-K
as Exhibits 10.1 through 10.5 hereto, and are hereby incorporated
herein by reference.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.

Description

10.1 Amendment No. 2 effective as of March21, 2017 to Employment
Agreement dated as of December13, 2013, as amended, by and
between FTI Consulting, Inc. and Steven Gunby

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Exhibit No.

Description

10.2 Amendment No. 1 effective as of March 21, 2017 to Offer of
Employment Letter dated as of July 5, 2016, by and between
FTI Consulting, Inc. and Ajay Sabherwal
10.3 Amendment No. 1 effective as of March 21, 2017 to Offer of
Employment Letter dated July 15, 2014, by and between FTI
Consulting, Inc. and Paul Linton
10.4 Amendment No. 1 effective as of March 21, 2017 to Employment
Letter dated May 14, 2015, by and between FTI Consulting,
Inc. and Curtis Lu
10.5 Amendment No. 2 effective as of March 21, 2017 to Offer of
Employment Letter dated July 15, 2014, by and between FTI
Consulting, Inc. and Holly Paul

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About FTI CONSULTING, INC. (NYSE:FCN)
FTI Consulting, Inc. (FTI Consulting) is a business advisory firm. The Company operates through five segments: Corporate Finance & Restructuring, Forensic and Litigation Consulting, Economic Consulting, Technology and Strategic Communications. Its Corporate Finance & Restructuring segment focuses on strategic, operational, financial and capital needs of businesses around the world. Its Forensic and Litigation Consulting segment provides law firms, companies, government clients and other interested parties with dispute advisory, investigations, data analytics and risk mitigation services, as well as interim management and performance improvement services for its health solutions practice clients. Its Economic Consulting segment provides law firms, companies, government entities and other interested parties with analysis of complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates. FTI CONSULTING, INC. (NYSE:FCN) Recent Trading Information
FTI CONSULTING, INC. (NYSE:FCN) closed its last trading session up +0.49 at 40.19 with 247,124 shares trading hands.

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