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 24, 2017
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.) |
150 South Wacker Drive, Suite 2100, 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2017, the Board of Directors of Navigant Consulting, Inc. (the “Company”) appointed Kathleen (Kate) E. Walsh as a director of the Company to serve in such capacity until the Company’s 2018 Annual Meeting of Shareholders and until her successor is elected and qualified or until her earlier resignation, retirement or removal. Ms. Walsh will serve on the Audit Committee of the of the Board. Ms. Walsh will be compensated for her service in the same manner as the Company’s other non-employee directors. For a description of the Company’s director compensation program, see the section titled “Director Compensation” in the Company’s proxy statement for the 2017 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 10, 2017.
There are no arrangements or understandings between Ms. Walsh and any other person pursuant to which she was selected as a director of the Company. There are no transactions in which Ms. Walsh has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Walsh’s appointment as a director of the Company is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
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, 2017 | By: | /s/ Monica M. Weed | ||
| Name: | Monica M. Weed | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||