Huron Consulting Group Inc. filed 8-K

Huron Consulting Group Inc. filed 8-K with SEC. Read ‘s full filing at 000128984819000022.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2019, at the Annual Meeting of stockholders (the ‘Annual Meeting’) of Huron Consulting Group Inc. (the ‘Company’), the stockholders of the Company approved an amendment to the Huron Consulting Group Inc. Amended and Restated 2012 Omnibus Incentive Plan (the ‘Plan’) to increase the number of shares authorized for issuance under the Plan by 600,000, as further described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the ‘SEC’) on March 22, 2019 (the ‘2019 Proxy Statement’). The amendment to the Plan was previously approved, subject to stockholder approval, by the Board of Directors of the Company (the ‘Board of Directors’).

The amendment to the Plan was included as Appendix A to the 2019 Proxy Statement and attached as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference. A summary of the Plan was included as part of Proposal 2 in the 2019 Proxy Statement. The summary of the Plan contained in the 2019 Proxy Statement is qualified by and subject to the full text of the Plan, which was included as Appendix A to the definitive proxy statement filed with the SEC on March 27, 2017 in connection with the Company’s 2017 Annual Meeting and attached as Exhibit 10.2 to this Form 8-K, which is incorporated herein by reference.

The Annual Meeting of the Company was held on May 3, 2019, and a total of 21,308,697 shares were present in person or by proxy. At the Annual Meeting, the Company’s stockholders acted upon the following matters: (i) the election of three Class III members of the Board of Directors to serve terms ending at the Company’s 2022 Annual Meeting; (ii) the approval of an amendment to the Plan to increase the number of shares authorized for issuance under the Plan; (iii) an advisory vote to approve the compensation of the Company’s named executive officers; and (iv) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The following is a summary of the voting results for each matter presented to stockholders.

The other members of the Board of Directors whose terms of office continued after the Annual Meeting were: H. Eugene Lockhart, George E. Massaro, John S. Moody, Hugh E. Sawyer and Debra Zumwalt.

Proposal No. 2 – To approve an amendment to the Company’s Amended and Restated 2012 Omnibus Incentive Plan.

Proposal No. 3 – An advisory vote to approve the Company’s executive compensation.

Proposal No. 4 – To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Exhibit Number Exhibit Description   10.1* Amendment to the Huron Consulting Group Inc. Amended and Restated 2012 Omnibus Incentive Plan, effective May 3, 2019 (included as Appendix A to Huron Consulting Group Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019, Commission File No. 000-50976, and incorporated herein by reference).10.2* Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective May 1, 2017 (included as Appendix A to Huron Consulting Group Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017, Commission File No. 000-50976, and incorporated herein by reference).

Amendment to the Huron Consulting Group Inc. Amended and Restated 2012 Omnibus Incentive Plan, effective May 3, 2019 (included as Appendix A to Huron Consulting Group Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019, Commission File No. 000-50976, and incorporated herein by reference).

Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective May 1, 2017 (included as Appendix A to Huron Consulting Group Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017, Commission File No. 000-50976, and incorporated herein by reference).

* Indicates the exhibit is a management contract or compensatory plan or arrangement.

Indicates the exhibit is a management contract or compensatory plan or arrangement.

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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