Current Report Filing (8-k)
December 26 2017 - 3:17PM
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): December 26, 2017
NAVIGANT CONSULTING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12173
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36-4094854
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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150 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606
(Address of principal executive offices including zip code)
(312)
573-5600
(Registrants 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:
☐
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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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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 (§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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
December 26, 2017, the Board of Directors (the Board) of Navigant Consulting, Inc. (the Company) adopted an amendment and restatement of the Companys
By-Laws
(the
Amended and Restated
By-Laws),
which became effective immediately upon adoption.
The
amendments modified Article 2, Section 2.5 to change the advance notice period for stockholder nominations at the annual meeting from not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the
upcoming annual meeting to not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the date of the preceding years annual meeting.
The amendments also added language regarding the use of electronic communications.
The foregoing description of the amendments is qualified in its entirety by reference to the text of the Amended and Restated
By-Laws,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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: December 26, 2017
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By:
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/s/ Monica M. Weed
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Name:
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Monica M. Weed
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Title:
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Executive Vice President, General Counsel and Secretary
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