FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

(a) A total of 34,978,278 shares, or 92.73%, of the common stock issued and outstanding as of the record date of March28, 2018, was represented by proxy or in person at the annual meeting of the stockholders of FTI Consulting, Inc. (the “Company”) held on June6, 2018 (the “Annual Meeting”). The proposals below were described in detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).
(b) The final voting results for the three proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No.1 – Elect as directors the eight nominees named in the Proxy Statement. Stockholders of record on March28, 2018 elected the eight nominees as directors of the Company by a majority of the total votes cast FOR and WITHHELD with respect to his or her election as a director at the Annual Meeting, to each serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualifies, as follows:

Name

 For Withheld Abstain Broker Non-Votes

Brenda J. Bacon

 32,870,658 751,683 10,279 1,345,658

Mark S. Bartlett

 31,361,391 1,690,403 580,826 1,345,658

Claudio Costamagna

 33,189,278 435,951 7,391 1,345,658

Vernon Ellis

 33,568,653 53,266 10,701 1,345,658

Nicholas C. Fanandakis

 33,585,214 40,096 7,310 1,345,658

Steven H. Gunby

 33,544,640 81,173 6,807 1,345,658

Gerard E. Holthaus

 32,745,292 880,521 6,807 1,345,658

Laureen E. Seeger

 33,216,808 405,532 10,280 1,345,658

Proposal No.2 – Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December31, 2018. A majority of votes cast by stockholders of record on March28, 2018 at the Annual Meeting voted FOR Proposal No.3 and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December31, 2018 was ratified, as follows:

For

Against

Abstain

34,506,381

 459,360 12,537

Proposal No.3 – Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers as described in the Proxy Statement. The stockholders of record on March28, 2018 at the Annual Meeting voted 96,85% FOR and 3.14% AGAINST Proposal 3, as follows:

For

Against

Abstain

Broker

Non-Votes

32,532,626

 1,056,506 43,488 1,345,658

The Company’s Board of Directors and Compensation Committee value the views of the Company’s stockholders and will consider the results of this advisory vote when making future decisions on named executive officer compensation.

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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.