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): March 21, 2011
FTI CONSULTING, INC.
(Exact name of registrant as specified in charter)
| Maryland | 001-14875 | 52-1261113 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 South Flagler Drive, Suite 1500, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (561) 515-1900
(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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.
(b) On March 21, 2011, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI”), elected David G. Bannister to the position of Executive Vice President and Chairman of the North American Region, a new position. In this capacity, Mr. Bannister will have responsibility for FTI’s North American operations. Mr. Bannister’s new position will be effective April 1, 2011. Mr. Bannister, age 55, will assume that position after serving as FTI’s Chief Financial Officer from March 2010 to April 1, 2011. Mr. Bannister served as Executive Vice President – Corporate Development and Chief Administrative Officer from December 2008 to March 2010, Executive Vice President – Corporate Development from June 2006 to December 2008, and Senior Vice President – Business Development from May 2005 to June 2006. From 1998 to 2004, Mr. Bannister was a General Partner of Grotech Capital Group.
In addition, effective March 21, 2011, Dominic DiNapoli, age 56, will assume the position of Vice Chairman, a new position. Mr. DiNapoli will focus on large client projects and opportunities for all of our business segments, with a particular emphasis on our Corporate Finance/Restructuring segment given his extensive experience in that area. Mr. DiNapoli will assume his new position after serving as Executive Vice President and Chief Operating Officer since February 2004. From August 2002 to February 2004, Mr. DiNapoli was the Global Leader of our Corporate Finance/Restructuring segment.
(c) On March 21, 2011, the Board elected Roger D. Carlile, age 48, to succeed Mr. Bannister as Executive Vice President and Chief Financial Officer of FTI effective as of April 1, 2011. Mr. Carlile will retain certain of his existing administrative responsibilities in his new position. Mr. Carlile will hold the position of Executive Vice President and Chief Administrative Officer until April 1, 2011, a position he has held since March 2010. From January 2009 to March 2010, Mr. Carlile served as Executive Vice President and Chief Human Resources Officer. Mr. Carlile joined FTI as Global Leader of the Forensic and Litigation Consulting segment in November 2003 from KPMG LLP where he was a partner and Global Leader of Forensic Services. Mr. Carlile does not have a family relationship with any director or executive officer of FTI and is not a party to any related party transactions. Mr. Carlile’s employment letter dated June 2, 2011 with FTI was filed as an exhibit to FTI’s Current Report on Form 8-K dated June 2, 2010 filed with the SEC on June 8, 2010, which is hereby incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of FTI’s press release dated March 22, 2011 announcing the above executive officer changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated March 22, 2011 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FTI CONSULTING, INC. | ||||
| Dated: March 23, 2011 | By: | /S/ ERIC B. MILLER | ||
| Eric B. Miller | ||||
| Executive Vice President, General Counsel and Chief Ethics Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of FTI Consulting, Inc. dated March 22, 2011 | |
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Exhibit 99.1
FTI Consulting, Inc.
777 South Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
(561) 515-1900
FOR FURTHER INFORMATION:
| AT FTI CONSULTING: | AT FD: | |
| Jack Dunn, President & CEO | Investors: Gordon McCoun | |
| (561) 515-1900 | Media: Andy Maas | |
| (212) 651-7133 |
FTI CONSULTING, INC. ANNOUNCES EXECUTIVE APPOINTMENTS
Creates Matrix Organizational Structure to Support Global Growth
West Palm Beach, FL, March 22, 2011 — FTI Consulting, Inc. (NYSE: FCN), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today announced that Dominic DiNapoli will, effective immediately, assume the position of Vice Chairman, a new position in which he will focus on large client projects and opportunities for all business segments, with a particular emphasis on the Company’s Corporate Finance/Restructuring segment given his extensive experience in that area. Mr. DiNapoli, 56, assumes his new role after having been Executive Vice President and Chief Operating Officer of FTI Consulting since February 2004. From August 2002 to February 2004, Mr. DiNapoli was the Global Leader of the Company’s Corporate Finance/Restructuring segment.
Commenting on his new position, Mr. DiNapoli said, “While it has been extremely gratifying to serve as Chief Operating Officer while the firm has grown from $400 million to almost $1.5 billion in revenue, my new role will allow me to more directly focus on service to our largest, most significant clients. Working directly on helping clients has always been my passion in this business.”
Effective April 1, 2011, David G. Bannister, the Company’s Executive Vice President and Chief Financial Officer, has been elected Chairman of the North American Region, a new position. In this capacity, Mr. Bannister will have responsibility for the North American operations of FTI Consulting.
Mr. Bannister, 55, joined FTI Consulting in 2005, and has served as Executive Vice President and Chief Financial Officer since March 2010. Prior to joining FTI Consulting, Mr. Bannister was a general partner of Grotech Capital Group, a $1 billion venture capital/merchant banking firm, and was a managing director of investment banking at Alex Brown and Sons. He is a certified public accountant.
Effective April 1, 2011, Roger D. Carlile, the Company’s Executive Vice President and Chief Administrative Officer will succeed Mr. Bannister as Chief Financial Officer. Mr. Carlile will retain certain of his existing administrative duties as well.
Mr. Carlile, 48, joined FTI Consulting as Global Leader of the Company’s Forensic and Litigation Consulting segment in 2003 from KPMG LLP, where he was a partner and Global Leader of Forensic Services. He has been Executive Vice President of the Company since January 2009 and was elected as Chief Administrative Officer in March 2010. Mr. Carlile also worked for PricewaterhouseCoopers LLP in its Dispute Advisory and Corporate Recovery Services practice, at Rauscher Pierce Refsnes in its Fixed Income Investment Banking and Sales, Trading and Underwriting departments, and Deloitte Haskins & Sells in its audit practice. He is a certified public accountant.
In addition, Frank Holder will assume the position of Chairman of the Latin American Region, a new position. In this capacity, Mr. Holder will have responsibility for the Latin American operations of FTI Consulting. Mr. Holder has been leader of the Forensic and Litigation Consulting segment in Latin America since 2007. In this capacity, Mr. Holder joins Rod Sutton, Chairman of the Company’s Asia Pacific region and Mr. Bannister, Chairman of the North American Region, as a regional head in the Company’s new matrix organizational structure.
Commenting on these appointments, Jack Dunn, President and Chief Executive Officer of FTI Consulting, said, “Dom, David, Roger, Frank and Rod have been hugely enthusiastic contributors to our Company, not just to our results, but also to the culture we are building. They share a deep commitment to the four pillars of FTI – our clients, our people, our firm and our reputation. They have been at the forefront of our efforts in growing and streamlining our business so that we can better serve all our constituents.
“We believe our new matrix organizational structure will appropriately emphasize the segment, global geography and industry drivers of our businesses, allowing for improved understanding and response to our client needs and increased leverage of resources, knowledge and solutions in our rapidly growing international markets.”
About FTI Consulting
FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 3,600 employees located in most major business centers in the world, we work closely with clients every day to anticipate, illuminate, and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. More information can be found at www.fticonsulting.com.
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