UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On and effective as of February 20, 2023, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting”) approved and adopted amended and restated bylaws of FTI Consulting to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”). The Bylaws as previously in effect are referred to hereafter as the “Former Bylaws.”
The following is a summary of the changes effected by adoption of the Amended and Restated Bylaws, which is qualified in its entirety by reference to the Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference. In addition to the amendments described below, the Amended and Restated Bylaws include certain changes to conform with Maryland law and incorporate other technical, clarifying and conforming changes. The changes to the Amended and Restated Bylaws, among others:
| • | update and enhance the disclosure and procedural requirements in connection with stockholder nominations of directors and proposals of other business, including by (i) requiring any stockholder submitting a director nomination notice to confirm that it will solicit proxies in support of director nominees other than the Board’s nominees in accordance with the Amended and Restated Bylaws and Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, referred to as the universal proxy rules, (ii) requiring such nominating stockholder to provide evidence that the solicitation requirements of the universal proxy rules have been satisfied at least ten days before the applicable meeting, (iii) clarifying that a failure to provide such information or comply with such solicitation requirements will result in the meeting chairman disregarding a stockholder’s nomination or proposal of other business, (iv) requiring additional background information and disclosures regarding director nominees and stockholders proposing director nominations and other business, and (v) clarifying that a stockholder may not nominate more individuals than there are directors to be elected and establishing procedural and disclosure requirements for any substitute or replacement director nominees; |
| • | clarify the description of the instances when an exception to the majority voting standard applies in the election of directors; |
| • | clarify the procedural requirements in connection with a stockholder’s ability to vote by proxy; |
| • | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and |
| • | clarify that the Board may issue fractional shares of stock and units consisting of different securities. |
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| 3.1 | Amended and Restated Bylaws of FTI Consulting, Inc. Adopted February 20, 2023 | |
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated February 20, 2023, formatted in Inline XBRL. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: February 21, 2023 | By: | /S/ CURTIS P. LU | ||||
| Curtis P. Lu | ||||||
| General Counsel | ||||||
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