Navigant Consulting, Inc. (NYSE:NCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Navigant Consulting, Inc. (NYSE:NCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

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

Navigant Consulting, Inc. 2017 Long-Term Incentive Plan

At the Annual Meeting of Shareholders of Navigant Consulting,
Inc. (the Company) held on May16, 2017 (the 2017 Annual Meeting),
the Companys shareholders approved the Navigant Consulting, Inc.
2017 Long-Term Incentive Plan (the 2017 Plan), which had been
previously approved by the Companys Board of Directors (the Board
of Directors), subject to shareholder approval. The following
paragraphs provide a summary of certain terms of the 2017 Plan.
The 2017 Plan is set forth in its entirety as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

The purposes of the 2017 Plan are: (i)to align the interests of
the Companys shareholders and recipients of awards under the 2017
Plan by increasing the proprietary interest of such recipients in
the Companys growth and success; (ii)to advance the interests of
the Company by attracting and retaining officers, other
employees, non-employee directors, consultants, independent
contractors and agents; and (iii)to motivate such persons to act
in the long-term best interests of the Company and its
shareholders.

Under the 2017 Plan, the Company may grant: (i)non-qualified
stock options; (ii)incentive stock options (within the meaning of
Section422 of the Internal Revenue Code); (iii)stock appreciation
rights (SARs); (iv)restricted stock and restricted stock units
(Stock Awards); and (v)performance awards.

Subject to the terms and conditions of the 2017 Plan, the number
of shares authorized for grants under the 2017 Plan is 3,065,000,
reduced by the number of shares subject to awards granted under
the prior equity plan of the Company on or after March31, 2017.
The number of available shares will be reduced by the sum of the
aggregate number of shares of common stock which become subject
to outstanding options, free-standing SARs, Stock Awards or
performance awards.

Amendment to the Navigant Consulting, Inc. Employee Stock
Purchase Plan

At the 2017 Annual Meeting, the Companys shareholders also
approved an amendment (the ESPP Amendment) to the Navigant
Consulting, Inc. Employee Stock Purchase Plan (as amended and
restated by the ESPP Amendment, the ESPP), which had been
previously approved by the Board of Directors, subject to
shareholder approval.

The ESPP Amendment increased the number of shares of the Companys
common stock available for issuance under the ESPP by 2,500,000
to 5,000,000.

The ESPP is set forth in its entirety as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item5.07. Submission of Matters to a Vote of Security
Holders.

At the 2017 Annual Meeting, the Companys shareholders voted on
seven proposals and cast their votes as follows:

For Against Abstain Broker Non-Votes

Proposal 1: Election of Directors

Kevin M. Blakely

40,515,134 544,654 14,573 2,752,937

Cynthia A. Glassman

36,651,225 4,417,786 5,350 2,752,937

Julie M. Howard

38,805,421 2,183,724 85,216 2,752,937

Stephan A. James

40,441,534 620,740 12,087 2,752,937

Samuel K. Skinner

40,259,642 813,108 1,611 2,752,937

Gov. James R. Thompson

39,853,726 1,218,351 2,284 2,752,937

Michael L. Tipsord

40,441,978 621,271 11,112 2,752,937

Randy H. Zwirn

40,514,405 545,006 14,950 2,752,937

1

For Against Abstain Broker Non-Votes

Proposal2:

Approval of the Navigant Consulting, Inc.
2017

Long-Term Incentive Plan

37,296,481 3,770,622 7,258 2,752,937

Proposal3:

Re-approval of the material terms of the

performance measures under the Navigant

Consulting, Inc. Annual Incentive Plan

40,688,976 377,921 7,464 2,752,937

Proposal4:

Approval of an amendment to the Navigant

Consulting, Inc. Employee Stock Purchase

Plan

40,798,524 261,323 14,514 2,752,937

Proposal5:

Advisory approval of the compensation paid
to

the Companys named executive officers, as

disclosed in the Companys proxy materials

40,454,720 609,346 10,295 2,752,937
1 Year 2 Years 3 Years Abstain

Proposal6:

Advisory vote to recommend the frequency that
the

Company will hold an advisory shareholder
vote

to approve the compensation paid to the

Companys named executive officers

31,336,544 2,146 9,730,027 5,644
For Against Abstain

Proposal7:

Ratification of the appointment of KPMG LLP
as

the Companys independent registered public

accounting firm for fiscal year 2017

43,445,613 353,934 27,751

In light of the voting results on Proposal 6, the Company has
decided to include the advisory shareholder vote on executive
compensation in its proxy materials on an annual basis until the
next required advisory vote on the frequency of the advisory
shareholder vote on compensation paid to the Companys named
executive officers.

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

Exhibit

No.

10.1 Navigant Consulting, Inc. 2017 Long-Term Incentive Plan.
10.2 Amended and Restated Navigant Consulting, Inc. Employee Stock
Purchase Plan.

2


About Navigant Consulting, Inc. (NYSE:NCI)

Navigant Consulting, Inc. (Navigant) is a global professional services firm. The Company serves clients in the healthcare, energy and financial services industries. The Company operates in four segments: Disputes, Investigations & Economics; Financial, Risk & Compliance; Healthcare, and Energy. The Disputes, Investigations & Economics segment’s professional services include valuation and economic analysis, as well as accounting, regulatory, construction and computer forensic expertise. The Financial, Risk & Compliance segment provides strategic, operational, valuation, risk management, investigative and compliance advisory services. The Healthcare segment provides consulting services and business process management services. The Energy segment provides management advisory services. It markets its services directly to corporate executives and senior management, corporate counsel, law firms, corporate boards, special committees and governmental agencies.

Navigant Consulting, Inc. (NYSE:NCI) Recent Trading Information

Navigant Consulting, Inc. (NYSE:NCI) closed its last trading session down -0.35 at 19.56 with 332,009 shares trading hands.

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