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): January 20, 2015
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.) |
1101 K Street NW, Washington, D.C. 20005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (202) 312-9100
(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 Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Effective January 20, 2015, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting”) elected Mark S. Bartlett, age 64, as an independent director of FTI Consulting. Mr. Bartlett fills the vacancy created by Board action taken on January 20, 2015 increasing the overall size of the Board to nine directors from eight directors. As of the date of this Current Report on Form 8-K, Mr. Bartlett is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and there are no arrangements or understandings between Mr. Bartlett and any other persons pursuant to which Mr. Bartlett was selected as a director. On January 20, 2015, the Board appointed Mr. Bartlett as a member of the Audit Committee.
Under the FTI Consulting, Inc. Non-Employee Director Compensation Plan, as amended (the “Non-Employee Director Compensation Plan”), Mr. Bartlett will be eligible to receive, as of the date of his election as a director, a prorated portion of annual compensation payable to non-employee directors, as follows: (i) prorated portion of $50,000 annual cash retainer and (ii) prorated portion of $250,000 annual restricted stock award. The Non-Employee Director Compensation Plan was filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2008 as an exhibit to FTI Consulting’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and Amendment No. 1 dated March 31, 2009 to the Non-Employee Director Compensation Plan was filed with the SEC on May 5, 2009 as an exhibit to FTI Consulting’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, both of which are hereby incorporated by reference herein. A description of the Non-Employee Director Compensation Plan is included in FTI Consulting’s proxy statement for the 2014 annual meeting of stockholders, which was filed with the SEC on April 17, 2014.
ITEM. 7.01. Regulation FD Disclosure
On January 20, 2015, FTI Consulting issued a press release announcing the election of Mr. Bartlett as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release dated January 20, 2015, of FTI Consulting, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: January 20, 2015
|
By: | /S/ ERIC B. MILLER | ||||
| Name: | Eric B. Miller | |||||
| Title: | Executive Vice President, General Counsel and Chief Risk Officer | |||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 20, 2015, of FTI Consulting, Inc. | |
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FTI Consulting, Inc.
1101 K Street NW
Washington, DC 20005
+1.202.312.9100
Investor & Media Contact:
Mollie Hawkes
+1.617.747.1791
mollie.hawkes@fticonsulting.com
FTI Consulting Announces the Election of Mark Bartlett as an Independent Director
Washington, DC, January 20, 2015 — FTI Consulting, Inc. (NYSE: FCN), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today announced that the Board of Directors elected Mark S. Bartlett as a director of the Company, effective January 20, 2015. Mr. Bartlett joins the Board of Directors as an independent director, following the action of the Board to increase its overall size to nine directors from eight directors. Mr. Bartlett was also appointed as a member of the Audit Committee.
Mr. Bartlett, age 64, is a retired Ernst & Young LLP partner. Mr. Bartlett joined Ernst & Young in 1972 and worked there until his retirement in June 2012, serving as managing partner of the firm’s Baltimore office and senior client service partner for the mid-Atlantic region. He is a certified public accountant and has extensive experience in financial services, as well as other industries. Mr. Bartlett currently serves on the Boards of Directors of T Rowe Price Group, Inc. and Rexnord Corporation, which he joined in December 2013 and June 2012, respectively. He is also a director of The Baltimore Life Companies and Algeco/Scotsman Holding S.à r.l., which are both privately held.
“Mark brings over 40 years of financial and accounting expertise to our Board, providing services to global and multi-national companies,” said Gerard E. Holthaus, non-executive Chairman of the Board of Directors of FTI Consulting. “We are delighted to have Mark join us.”
Commenting on his appointment, Mr. Bartlett said, “I’m proud to be joining FTI Consulting’s Board. I’m looking forward to having the opportunity as a Board member to support the Company in its growth and strategic initiatives.”
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 4,200 employees located in 26 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management, strategic communications and restructuring. The company generated $1.65 billion in revenues during fiscal year 2013. More information can be found at www.fticonsulting.com.
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