FTI Consulting Inc.

06/05/2025 | Press release | Distributed by Public on 06/05/2025 14:59

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02.

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

(e) At the Annual Meeting, the Company's stockholders approved an amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan (the "Plan") to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035.

For additional information regarding the Plan, please refer to the heading "Key Plan Provisions" contained in Proposal No. 4 of the Proxy Statement.

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is filed hereto as Exhibit 10.1.

Item 5.07.

Submission of Matters to a Vote of Security Holders

The final voting results for the four proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1 - Elect as directors the nine nominees named in the Proxy Statement.The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:

Name

For Against Abstentions Broker Non-Votes
Mark S. Bartlett 32,170,813 276,889 20,847 891,909
Elsy Boglioli 32,097,264 341,928 29,357 891,909
Claudio Costamagna 31,926,831 518,844 22,874 891,909
Nicholas C. Fanandakis 32,063,864 381,819 22,866 891,909
Steven H. Gunby 31,588,496 858,450 21,603 891,909
Stephen C. Robinson 32,108,768 329,970 29,811 891,909
Laureen E. Seeger 31,997,007 442,249 29,293 891,909
Eric T. Steigerwalt 32,390,636 55,854 22,059 891,909
Janet H. Zelenka 32,437,829 9,159 21,561 891,909

Proposal No. 2 - Ratify the appointment of KPMG LLP as FTI Consulting, Inc.'s independent registered public accounting firm for the year ending December31, 2025.The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:

For Against Abstentions
33,208,841 127,585 24,032

Proposal No. 3 - Vote on an advisory (non-binding)resolution to approve the compensation of the named executive officers for the year ended December31, 2024 as described in the Proxy Statement. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:

For Against Abstentions Broker Non-Votes
32,273,252 170,587 24,710 891,909

The Company's Board of Directors and Compensation Committee value the views of the Company's stockholders and will consider the results of this advisory vote when making future decisions on named executive officer compensation.

Proposal No. 4 - Approve the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i)increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii)extend the expiration date to June4, 2035. The votes cast by stockholders of record as of the Record Date at the Annual Meeting were as follows:

For Against Abstentions Broker Non-Votes
31,841,410 601,928 25,211 891,909
FTI Consulting Inc. published this content on June 05, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 05, 2025 at 20:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io