CRAI 8-K
Cra International, Inc. (CRAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS employer |
| of incorporation) | file number) | identification no.) |
| (Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code: (
(Former Name or Former Address, if Changed Since Last Report)
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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 18, 2024, CRA International, Inc. (“we,” “us,” “our” or the “Company”) held an annual meeting of our shareholders. A total of 6,840,966 shares of our common stock, no par value, were outstanding as of May 24, 2024, the record date for the annual meeting. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
Proposal One: Election of Directors
Our shareholders elected Alva Taylor, Heather Tookes and Karen Keenan as our Class II directors for a three-year term. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | ||||||
| Alva Taylor | 5,996,730 | 184,426 | 322,565 | ||||||
| Heather Tookes | 5,988,392 | 192,764 | 322,565 | ||||||
| Karen Keenan | 6,083,358 | 97,798 | 322,565 |
Proposal Two: Approval of Executive Compensation
Our shareholders voted to approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement filed in connection with the annual meeting pursuant to Item 402 of Regulation S-K. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||
| 5,832,262 | 327,209 | 21,685 | 322,565 |
Proposal Three: Ratification of Grant Thornton LLP as our Independent Registered Public Accountants for Fiscal 2024
Our shareholders ratified the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending December 28, 2024. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 6,492,159 | 11,059 | 503 | 0 | |||||||
SIGNATURES
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.
|
CRA INTERNATIONAL, INC. | ||
| Dated: July 24, 2024 | By: | /s/ Daniel K. Mahoney |
| Daniel K. Mahoney | ||
| Chief Financial Officer, Executive Vice President and Treasurer | ||