Current Report Filing (8-k)
May 18 2017 - 5:04PM
Edgar (US Regulatory)
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): May 16, 2017
Navigant Consulting, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction
of incorporation)
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1-12173
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36-4094854
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(Commission
File Number)
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(IRS Employer
Identification No.)
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150 North Riverside Plaza, Suite 2100, Chicago, Illinois
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60606
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(Address of principal executive offices)
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(Zip Code)
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(312) 573-5600
(Registrants telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Navigant Consulting, Inc. 2017 Long-Term Incentive Plan
At the Annual Meeting of Shareholders of Navigant Consulting, Inc. (the Company) held on May 16, 2017 (the 2017 Annual
Meeting), the Companys shareholders approved the Navigant Consulting, Inc. 2017 Long-Term Incentive Plan (the 2017 Plan), which had been previously approved by the Companys Board of Directors (the Board of
Directors), subject to shareholder approval. The following paragraphs provide a summary of certain terms of the 2017 Plan. The 2017 Plan is set forth in its entirety as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The purposes of the 2017 Plan are: (i) to align the interests of the Companys shareholders and recipients of
awards under the 2017 Plan by increasing the proprietary interest of such recipients in the Companys growth and success; (ii) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee
directors, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its shareholders.
Under the 2017 Plan, the Company may grant: (i) non-qualified stock options; (ii) incentive stock options (within the
meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights (SARs); (iv) restricted stock and restricted stock units (Stock Awards); and (v) performance awards.
Subject to the terms and conditions of the 2017 Plan, the number of shares authorized for grants under the 2017 Plan is 3,065,000, reduced by
the number of shares subject to awards granted under the prior equity plan of the Company on or after March 31, 2017. The number of available shares will be reduced by the sum of the aggregate number of shares of common stock which become
subject to outstanding options, free-standing SARs, Stock Awards or performance awards.
Amendment to the Navigant Consulting, Inc.
Employee Stock Purchase Plan
At the 2017 Annual Meeting, the Companys shareholders also approved an amendment (the ESPP
Amendment) to the Navigant Consulting, Inc. Employee Stock Purchase Plan (as amended and restated by the ESPP Amendment, the ESPP), which had been previously approved by the Board of Directors, subject to shareholder approval.
The ESPP Amendment increased the number of shares of the Companys common stock available for issuance under the ESPP by 2,500,000 to
5,000,000.
The ESPP is set forth in its entirety as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the 2017 Annual Meeting, the
Companys shareholders voted on seven proposals and cast their votes as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Proposal 1: Election of Directors
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Kevin M. Blakely
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40,515,134
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544,654
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14,573
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2,752,937
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Cynthia A. Glassman
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36,651,225
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4,417,786
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5,350
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2,752,937
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Julie M. Howard
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38,805,421
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2,183,724
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85,216
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2,752,937
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Stephan A. James
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40,441,534
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620,740
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12,087
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2,752,937
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Samuel K. Skinner
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40,259,642
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813,108
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1,611
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2,752,937
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Gov. James R. Thompson
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39,853,726
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1,218,351
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2,284
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2,752,937
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Michael L. Tipsord
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40,441,978
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621,271
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11,112
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2,752,937
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Randy H. Zwirn
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40,514,405
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545,006
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14,950
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2,752,937
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1
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For
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Against
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Abstain
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Broker
Non-Votes
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Proposal 2:
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Approval of the Navigant Consulting, Inc. 2017
Long-Term Incentive Plan
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37,296,481
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3,770,622
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7,258
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2,752,937
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Proposal 3:
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Re-approval of the material terms of the
performance measures under the Navigant
Consulting, Inc. Annual Incentive Plan
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40,688,976
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377,921
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7,464
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2,752,937
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Proposal 4:
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Approval of an amendment to the Navigant
Consulting, Inc. Employee Stock Purchase
Plan
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40,798,524
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261,323
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14,514
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2,752,937
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Proposal 5:
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Advisory approval of the compensation paid to
the Companys named executive officers, as
disclosed in the Companys proxy materials
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40,454,720
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609,346
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10,295
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2,752,937
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1 Year
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2 Years
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3 Years
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Abstain
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Proposal 6:
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Advisory vote to recommend the frequency that the
Company will hold an advisory shareholder vote
to approve the compensation paid to the
Companys named executive officers
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31,336,544
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2,146
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9,730,027
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5,644
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For
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Against
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Abstain
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Proposal 7:
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Ratification of the appointment of KPMG LLP as
the Companys independent registered public
accounting firm for fiscal year 2017
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43,445,613
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353,934
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27,751
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In light of the voting results on Proposal 6, the Company has decided to include the advisory shareholder vote
on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory shareholder vote on compensation paid to the Companys named executive officers.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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10.1
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Navigant Consulting, Inc. 2017 Long-Term Incentive Plan.
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10.2
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Amended and Restated Navigant Consulting, Inc. Employee Stock Purchase Plan.
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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.
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NAVIGANT CONSULTING, INC.
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Date: May 18, 2017
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By:
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/s/ Monica M. Weed
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Name: Monica M. Weed
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Title: Executive Vice President, General Counsel and
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Secretary
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3
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Navigant Consulting, Inc. 2017 Long-Term Incentive Plan.
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10.2
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Amended and Restated Navigant Consulting, Inc. Employee Stock Purchase Plan.
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4
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