FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
|
Submission of Matters to a Vote of Security Holders |
(a) A total of 37,847,751 shares, or 91.60%, of the common stock
issued and outstanding as of the record date of March29, 2017,
was represented by proxy or in person at the Annual Meeting of
the stockholders of FTI Consulting, Inc. (the Company) held on
June7, 2017 (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 five 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
March29, 2017 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 |
35,574,475 | 478,577 | 324,481 | 1,470,218 | ||||||||||||
|
Mark S. Bartlett |
36,100,462 | 176,859 | 100,212 | 1,470,218 | ||||||||||||
|
Claudio Costamagna |
35,424,846 | 501,530 | 451,157 | 1,470,218 | ||||||||||||
|
Vernon Ellis |
36,075,220 | 201,723 | 100,590 | 1,470,218 | ||||||||||||
|
Nicholas C. Fanandakis |
36,083,409 | 184,576 | 109,548 | 1,470,218 | ||||||||||||
|
Steven H. Gunby |
36,079,270 | 165,599 | 132,664 | 1,470,218 | ||||||||||||
|
Gerard E. Holthaus |
35,487,278 | 515,273 | 374,982 | 1,470,218 | ||||||||||||
|
Laureen E. Seeger |
35,658,620 | 466,662 | 252,251 | 1,470,218 |
Proposal No.2 Vote on the approval of the FTI Consulting,
Inc. 2017 Omnibus Incentive Compensation Plan. A
majority of the votes cast by stockholders of record on March29,
2017 at the Annual Meeting were cast FOR Proposal 2, and the FTI
Consulting, Inc. 2017 Omnibus Incentive Compensation Plan was
approved, as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
34,916,525 |
1,415,441 | 45,567 | 1,470,218 |
1
Proposal No.3 Ratify the appointment of KPMG LLP as FTI
Consulting, Inc.s independent registered public accounting firm
for the year ending December31, 2017. A majority of
votes cast by stockholders of record on March29, 2017 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, 2017 was ratified, as
follows:
|
For |
Against |
Abstain |
||
|
37,643,994 |
190,626 | 13,131 |
Proposal No.4 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 March29, 2017 at the Annual Meeting
voted 56.45% FOR and 43.28% AGAINST Proposal 4, as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
20,538,255 |
15,745,571 | 93,707 | 1,470,218 |
The Companys Board of Directors and Compensation Committee value
the views of the Companys stockholders and will consider the
results of this advisory vote when making future decisions on
named executive officer compensation.
Proposal No.5 Advisory (non-binding) vote on the
frequency of an advisory (non-binding) vote on executive
compensation. The Stockholders of record on March29,
2017 at the Annual Meeting voted to hold future advisory
(non-binding) votes to approve named executive officer
compensation annually, as follows:
|
1Year |
2Years |
3Years |
Abstain |
|||
|
28,585,544 |
2,741 | 7,748,939 | 40,309 |
(d) In light of the strong support of the stockholders as
reflected in the above voting results, the Company will hold
future advisory (non-binding) votes to approve the compensation
of the Companys named executive officers every year until the
next required advisory (non-binding) vote on the frequency of the
advisory (non-binding) vote on named executive officer
compensation.
2
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.