ICF International, Inc (NASDAQ:ICFI) 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

(c) Appointment of New Principal Accounting Officer

On May 30, 2019, the Board of Directors of ICF International, Inc. (the “Company”) appointed, effective as of May 30, 2019, Ms. Theresa Golinvaux, currently serving as Senior Vice President and Controller of the Company, as the Company’s Principal Accounting Officer (“PAO”).

Ms. Golinvaux, age 44, joined the Company in May 2019, as Senior Vice President and Controller. Prior to joining the Company, Ms. Golinvaux served as Vice President, Corporate Controller and Chief Accounting Office at Engility, a multi-billion dollar publicly traded company, which was recently acquired by SAIC, from May 2018 until January 2019. Prior to joining Engility, Ms. Golinvaux served as Vice President, Corporate Controller and Chief Accounting Office for Vencore from January 2016 to May 2018, and worked at SRA International, Inc. from March 2003 until January 2016, where she held several positions including Director of Technical Accounting, Group Controller, Assistant Controller for Financial Reporting, and Vice President, Corporate Controller, and Principal Accounting Officer.

The Company has not entered into, adopted or commenced any new, or amended any existing compensating plans or arrangements or employment agreements with Ms. Golinvaux in connection with this appointment. There are no arrangements or understandings between Ms. Golinvaux and other persons to which she was appointed as the PAO of the Company. There are no family relationships between Ms. Golinvaux and any director or executive officer, or any person nominated or chosen by the Company to become a director or executive officer that would be reportable under Item 404(a) of the Regulation S-K.

Item 5.07      Submission of Matters to a Vote of Security Holders

The 2019 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Thursday, May 30, 2019.

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each such matter.

1.     Election of three (3) directors to serve for a term expiring at the Company’s annual meeting in 2022:

2.     Non-binding advisory say on pay vote regarding the Company’s overall pay-for-performance named executive officer compensation program (“Say on Pay” vote):

3.     Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2018:

 ^{A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds.  Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.}

About ICF International, Inc (NASDAQ:ICFI)

ICF International, Inc., formerly ICF Consulting Group Holdings, LLC, provides professional services and technology-based solutions to government and commercial clients, including management, technology and policy consulting and implementation services. It operates through professional services for government and commercial clients segment. Its services address over four markets: energy, environment and infrastructure; health, education and social programs; safety and security, and consumer and financial. Its services include research and analytic services, assessment and advisory services, design and management services, solution identification and implementation services, and engagement services. It researches policy, industry and stakeholder issues, trends and behavior. It collects and analyzes various data to understand issues and options for its clients. It designs, develops and manages plans, frameworks, programs and tools for its clients’ mission or business performance.