FTI CONSULTING, INC
For the period ended Jun 5, 2024. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2024 · Filed Apr 19, 2024
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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:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Pursuant to Sec.240.14a-12 |
FTI CONSULTING, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | | | No fee required. |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
555 12 th Street NW
DEAR FELLOW SHAREHOLDERS:
You are invited to join us at the annual meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation, on Wednesday, June 5, 2024 (the “Annual Meeting”), at 9:30 a.m., Eastern Daylight Time, at our executive office located at 555 12 th Street NW, Suite 700, Washington, D.C. 20004.
Attached you will find a Notice of Meeting and our Proxy Statement, each of which contains information regarding the proposals that the Board of Directors is submitting to a vote of the shareholders, as well as instructions on how to vote your shares of common stock.
If you plan to attend the Annual Meeting in person, you must register in advance by no later than May 15, 2024 and obtain an admission ticket. Please respond affirmatively to the request for that information on the Internet or mark that box on the proxy card if you received a paper copy of the proxy materials. You will be asked to present your admission ticket and a valid picture identification, such as a driver’s license or passport, to enter the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
Whether or not you attend the Annual Meeting in person, your vote is important to us. You can ensure that your shares are represented by promptly authorizing a proxy to vote your shares by telephone or the Internet or by completing, signing, dating and returning your proxy card or voting instruction card in the return envelope provided to you. Instructions on how to vote your shares or authorize a proxy to vote your shares begin onpage 2 of the Proxy Statement.
Sincerely,
Chairman of the Board
FTI CONSULTING, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| | | Meeting Date: June 5, 2024 | | | | | Meeting Place: 555 12th Street NWSuite 700 Washington, D.C. 20004 | | | | | Meeting Time: 9:30 a.m. (Eastern Daylight Time) | | | | | Record Date: Close of Business on March 7, 2024 |
ITEMS OF BUSINESS AND VOTE RECOMMENDATIONS:
| | | | | |||||||
| | | PROPOSAL NUMBER | | | PROPOSAL | | | BOARD OF DIRECTORS VOTING RECOMMENDATION | | |
| | | No. 1 | | | Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement | | | FOR each nominee | | |
| | | No. 2 | | | Consider and vote upon the ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2024 | | | FOR | | |
| | | No. 3 | | | Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2023 as described in the Proxy Statement | | | FOR | | |
| | | | | The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof | | | N/A | | | |
| | | Postponements and Adjournments: | | | Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above or at any time and date to which the meeting may be properly postponed or adjourned. | | | |||
| | | In-Person Meeting Admission: | | | Admission will be by ticket only. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Information About The Annual Meeting And Voting — How Do I Attend the Annual Meeting?” on page 5 of the Proxy Statement. If you do not provide an admission ticket and comply with the photo identification requirements outlined on page 5, you will not be admitted to the annual meeting of shareholders to be held on June 5, 2024 (the “Annual Meeting”). Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. | | | |||
| | | Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the meeting, we hope you will authorize a proxy to vote on your behalf as soon as possible. For specific instructions on how to authorize a proxy to vote your shares, please refer to the section titled “Information About The Annual Meeting And Voting” beginning on page 2 of the Proxy Statement. Make sure to have your proxy card or voting instruction form in hand to authorize a proxy to vote your shares. You may vote or authorize a proxy to vote your shares as follows: | | | |||
| | | In person at the Annual Meeting | | | | | By telephone at+1.800.690.6903 | | | | | Over the Internet at www.ProxyVote.com | | | | | By mailing your completed proxy card in the envelope provided |
By Order of the Board of Directors,Joanne F. Catanese Associate General Counsel and Corporate Secretary April 19, 2024
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2023 Annual Report on or about April 19, 2024. Our Proxy Statement and 2023 Annual Report are available online at www.ProxyVote.com. | |
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