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): October 23, 2014
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 No.) |
30 South Wacker Drive, Suite 3550, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 573-5600
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2014, the Board of Directors of Navigant Consulting, Inc. (the “Company”) elected Randy H. Zwirn as a director of the Company to serve in such capacity until the Company’s 2015 Annual Meeting of Shareholders and until his successor is elected and qualified or until his earlier resignation, retirement or removal.
In connection with his election as a director of the Company, Mr. Zwirn received an initial grant of 4,871 restricted stock units (“RSUs”), effective on October 23, 2014. The RSUs vest on the earlier of: (a) May 15, 2015 and (b) the date of the Company’s 2015 Annual Meeting of Shareholders.
There are no arrangements or understandings between Mr. Zwirn and any other person pursuant to which he was selected as a director of the Company. There are no transactions in which Mr. Zwirn has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Zwirn’s election as a director of the Company is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated October 23, 2014. | |
2
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. | ||||||
| October 27, 2014 | By: | /s/ Monica M. Weed | ||||
| Name: | Monica M. Weed | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| (d) | Exhibits. | |
| 99.1 | Press Release dated October 23, 2014. | |