UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2013
Navigant Consulting, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-12173 | 36-4094854 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 30 South Wacker Drive, Suite 3550 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (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 (see General Instruction A.2. below):
| ¨ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 21, 2013, Navigant Consulting, Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders. At the meeting, the Company’s shareholders voted on three proposals. Set forth below is the number of votes cast for or against each proposal and the number of abstentions and broker non-votes with respect to each proposal.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Proposal 1: |
Election of directors | |||||||||||||||||
| Samuel K. Skinner |
41,006,375 | 2,864,260 | 4,269 | 3,681,444 | ||||||||||||||
| Governor James R. Thompson |
43,193,035 | 678,086 | 3,783 | 3,681,444 | ||||||||||||||
| Michael L. Tipsord |
42,497,343 | 1,368,687 | 8,874 | 3,681,444 | ||||||||||||||
| Proposal 2: |
Advisory vote on executive compensation |
41,567,526 | 2,235,339 | 72,039 | 3,681,444 | |||||||||||||
| Proposal 3: |
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013 |
46,980,145 | 561,779 | 14,424 | — | |||||||||||||
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 22, 2013 | By: | /s/ Monica M. Weed | ||||||
| Name: | Monica M. Weed | |||||||
| Title: | Vice President and General Counsel | |||||||