ICF International, Inc. (NASDAQ:ICFI) 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
The 2017 Annual Meeting of Stockholders of ICF International,
Inc. (the Company) was held on Thursday, June 1, 2017.
Set forth below are the matters acted upon by the Companys
stockholders at the Annual Meeting, and the final voting results
of each such matter.
1.Election of two (2) directors to serve for a term expiring at
the Companys annual meeting in 2020:
|
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Total |
|
Sudhakar Kesavan |
15,672,551 |
506,353 |
1,210,096 |
17,389,000 |
|
Michael Van Handel |
15,968,243 |
210,661 |
1,210,096 |
17,389,000 |
The press release containing the announcement of Mr. Van Handels
addition to the Board is filed as Exhibit99.1.
2.Non-binding advisory say on pay vote regarding the Companys
overall pay-for-performance named executive officer compensation
program (Say on Pay vote):
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Total |
|
15,634,235 |
457,570 |
87,099 |
1,210,096 |
17,389,000 |
3. Non-binding advisory vote on the frequency of say on pay votes
(Say on Frequency or Say When on Pay vote):
|
Votes For 1 Year |
Votes For 2 Years |
Votes for 3 Years |
Abstentions |
Broker Non-Votes |
Total |
|
13,425,453 |
3,917 |
2,667,595 |
81,939 |
1,210,096 |
17,389,000 |
4. Amendment of the Companys Amended and Restated Certificate of
Incorporation to implement a majority voting standard in
uncontested director elections:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes (1) |
Total |
|
16,168,969 |
7,369 |
2,566 |
1,210,096 |
17,389,000 |
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.
5.Ratification of the selection of Grant Thornton LLP as the
Companys independent registered public accounting firm for fiscal
year 2017:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes (1) |
Total |
|
17,202,984 |
113,637 |
72,379 |
(0) |
17,389,000 |
Item9.01 Financial Statements and Exhibits
(d) Exhibits
99.1Press Release dated June 1, 2017
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. ICF International, Inc. (NASDAQ:ICFI) Recent Trading Information
ICF International, Inc. (NASDAQ:ICFI) closed its last trading session up +0.60 at 47.85 with 79,966 shares trading hands.