Form 8-K - Current report

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

December 16, 2024

Date of Report (Date of earliest event reported)

_____________________

Huron Consulting Group Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-50976	01-0666114
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

550 West Van Buren Street

Chicago, Illinois

60607

(Address of principal executive offices)

(Zip Code)

(312) 583-8700

(Registrant’s 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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HURN	NASDAQ Global Select Market


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 8.01. Other Events.

On December 16, 2024, Huron Consulting Group Inc. (the “Company” or “Huron”) announced that the board appointed Hugh Sawyer as the independent, non-executive Chair of the board of directors (“Board”) effective as of January 1, 2025. Mr. Sawyer will succeed John M. McCartney, who has served as Chair since May 2010. Mr. McCartney will continue to serve as a director on the Board. Mr. McCartney’s transition aligns with his previously announced intention that he would step down as non-executive chairman prior to the expiration of his current term, which concludes at the 2025 annual meeting of shareholders.

Mr. Sawyer has served as a member of the Board since February 2018, serves as Chair of the Compensation Committee and serves on the Audit and the Finance and Capital Allocation Committees.

A copy of the press release announcing the Board leadership transition is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Exhibit Description
99.1						Press Release, dated December 16, 2024

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.


		Huron Consulting Group Inc.
		(Registrant)

Date:	December 16, 2024	/s/ JOHN D. KELLY
		John D. Kelly
		Executive Vice President, Chief Financial Officer, and Treasurer

Exhibit 99.1


NEWS						MEDIA CONTACT
						Allie Bovis
FOR IMMEDIATE RELEASE						abovis@hcg.com

						INVESTOR CONTACT
						John D. Kelly
						investor@hcg.com

Huron Announces Board Leadership Transition

Hugh E. Sawyer has been appointed as independent, non-executive Chairman of the Board, effective January 1, 2025

CHICAGO—Dec. 16, 2024— Global professional services firm Huron (NASDAQ: HURN), today announced that its board of directors appointed Hugh E. Sawyer as its independent, non-executive chairman to succeed John McCartney effective Jan. 1, 2025.

Mr. McCartney will continue to serve on the company’s board as a director. He has served as the non-executive chairman of Huron’s board since May 2010 and as a board member since October 2004.

“I would like to express my deep appreciation to John for his outstanding leadership of Huron’s board over the years and his guidance in my transition to CEO in 2023,” said Mark Hussey, CEO and president of Huron. “I am also looking forward to Hugh moving into the chair role and continuing our strong legacy of client-focused solutions and innovation,” added Hussey. “We are confident that Hugh will bring valuable insights to drive our strategic initiatives forward.”

Mr. McCartney’s transition aligns with his previously announced intention that he would step down as non-executive chairman prior to the expiration of his current term in May 2025. The transition reinforces the company’s commitment to its multi-year board refresh process to ensure the board has a diverse mix of expertise, skills and business acumen to evaluate and support the company’s strategy going forward.

“It has been an honor to serve as chairman of Huron’s board of directors during such an exciting and pivotal time for the company, and I look forward to continuing to support the board and management as we work to execute our strategic vision,” said Mr. McCartney. “Having Hugh assume the role of non-executive chairman reflects the successful outcome of a carefully considered and thorough transition process.”

Mr. Sawyer has served as a member of the board since February 2018, serves as chair of the compensation committee and serves on the audit and the finance and capital allocation committees. Mr. Sawyer has held leadership roles as president or chief executive officer of nine companies and also served on fourteen public or private boards of directors, including as chairman. Mr. Sawyer served as a managing director at Huron, from January 2010 to May 2017, and led the Operational Improvement Service Line for Huron's Business Advisory Practice. He has more than 40 years of experience leading operational improvements and strategic transformations for both public and private companies across a diverse group of industries.

ABOUT HURON

Huron is a global professional services firm that collaborates with clients to put possible into practice by creating sound strategies, optimizing operations, accelerating digital transformation, and empowering businesses and their people to own their future. By embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. Learn more at www.huronconsultinggroup.com.

Statements in this press release that are not historical in nature, including those concerning the company’s current expectations about its future results, are “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “should,” “expects,” “provides,” “anticipates,” “assumes,” “can,” “will,” “meets,” “could,” “likely,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates,” “plans,” “continues,” “goals,” “guidance,” or “outlook” or similar expressions. These forward-looking statements reflect the company's current expectations about future requirements and needs, results, levels of activity, performance, or achievements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: failure to achieve expected utilization rates, billing rates, and the necessary number of revenue-generating professionals; inability to expand or adjust our service offerings in response to market demands; our dependence on renewal of client-based services; dependence on new business and retention of current clients and qualified personnel; failure to maintain third-party provider relationships and strategic alliances; inability to license technology to and from third parties; the impairment of goodwill; various factors related to income and other taxes; difficulties in successfully integrating the businesses we acquire and achieving expected benefits from such acquisitions; risks relating to privacy, information security, and related laws and standards; and a general downturn in market conditions. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, among others, those described under “Item 1A. Risk Factors” in Huron's Annual Report on Form 10-K for the year ended December 31, 2023 that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. The company disclaims any obligation to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.

Document and Entity Information Document	Dec. 16, 2024
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	Huron Consulting Group Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50976
Entity Tax Identification Number	01-0666114
Entity Address, Address Line One	550 West Van Buren Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60607
City Area Code	(312)
Local Phone Number	583-8700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HURN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001289848
Amendment Flag	false