8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2019

 

 

NAVIGANT CONSULTING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12173   36-4094854

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

150 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

(Address of principal executive offices including zip code)

(312) 573-5600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par
value per share
  NCI   New York Stock Exchange

 

 

 


Item 5.07.

Submission of Matters to a Vote of the Security Holders.

At the 2019 Annual Meeting of Shareholders of Navigant Consulting, Inc. (the “Company”) held on May 14, 2019, the Company’s shareholders voted on three proposals as set for the below. All director nominees were elected and all of the other proposals submitted to the Company’s shareholders were approved.

 

Proposal No. 1:

Election of directors:

 

   

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON VOTES

Kevin M. Blakely

  34,708,247      701,462   13,549   1,961,801

Cynthia A. Glassman

  32,954,003   2,455,062   14,193   1,961,801

Julie M. Howard

  33,690,624   1,673,084   59,550   1,961,801

Stephan A. James

  34,423,044      985,356   14,858   1,961,801

Rudina Seseri

  34,815,638      592,766   14,854   1,961,801

Michael L. Tipsord

  34,696,924      711,476   14,858   1,961,801

Kathleen E. Walsh

  34,981,526      426,877   14,855   1,961,801

Jeffrey W. Yingling

  34,979,425      428,596   15,237   1,961,801

Randy H. Zwirn

  34,711,124      696,609   15,525   1,961,801

 

Proposal No. 2:

Advisory approval of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy materials:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

27,815,379

  7,551,030   56,849   1,961,801

 

Proposal No. 3:

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019:

 

FOR

 

AGAINST

 

ABSTAIN

36,828,621

  541,827   14,611


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NAVIGANT CONSULTING, INC.
Date: May 15, 2019     By:   /s/ Monica M. Weed
      Name:   Monica M. Weed
      Title:  

Executive Vice President, General

Counsel and Secretary