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

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

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				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.

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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.