CRA INTERNATIONAL, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Annual Meeting of Shareholders

to be held on July 18, 2024

CRA International, Inc. hereby gives notice that it will hold an annual meeting of shareholders at its offices at 200 Clarendon Street, 9 th Floor, Boston, Massachusetts 02116, on Thursday, July 18, 2024, at 8:00 a.m., eastern standard time. The annual meeting is being held for the following purposes:

To consider and vote upon the election of three Class II directors;

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To conduct an advisory vote to approve our executive compensation;

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To ratify the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending December 28, 2024; and

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To transact such further business as may properly come before the annual meeting or any adjournment thereof.

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Our board of directors has fixed the close of business on Friday, May 24, 2024, as the record date for the determination of our shareholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment thereof. Only shareholders of record on May 24, 2024, are entitled to receive notice of, and to vote at, the annual meeting or any adjournment thereof.

By order of the board of directors,

Jonathan Yellin

Secretary

Boston, Massachusetts

April 26, 2024

YOUR VOTE IS IMPORTANT

Please sign and return the enclosed proxy, whether or not you

plan to attend the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON JULY 18, 2024:

The Proxy Statement and 2023 annual report to Shareholders

will be, on or prior to May 31, 2024, available at

www.envisionreports.com/crai

200 Clarendon Street

Boston, Massachusetts 02116

(617) 425-3000

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

to be held on July 18, 2024

This proxy statement relates to the 2024 annual meeting of shareholders of CRA International, Inc. (“we,” “us,” “our,” “CRA” or the “Company”) The annual meeting will take place at our Boston offices as follows:

Date:

July 18, 2024

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Time:

8:00 a.m.

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Place:

CRA International, Inc.

200 Clarendon Street

9th Floor

Boston, Massachusetts 02116

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Our board of directors is soliciting proxies for the annual meeting and any and all adjournments of the annual meeting. The shares represented by your properly signed proxy will be voted in accordance with your directions. If you are a registered holder and do not specify a choice with respect to a proposal for which our board of directors has made a recommendation, the shares covered by your signed proxy will be voted as recommended in this proxy statement. We encourage you to vote on all matters to be considered. You may revoke your proxy at any time before it has been exercised.

This proxy statement will be made available to shareholders on or prior to May 31, 2024 on the Internet at www.envisionreports.com/crai.