8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 17, 2016

Navigant Consulting, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-12173	36-4094854
(Commission File Number)	(IRS Employer Identification No.)
30 South Wacker Drive, Suite 3550 Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

(312) 573-5600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On May 17, 2016, immediately following the Navigant Consulting, Inc. (the “Company”) annual meeting of shareholders, the Board of Directors (the “Board”) of the Company increased the size of the Board from eight directors to nine directors and appointed Kevin M. Blakely to serve as a member of the Board for a one-year term expiring at the Company’s 2017 annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation, retirement or removal. Mr. Blakely will serve on the audit committee of the Board. Mr. Blakely will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors. For a description of the Company’s director compensation program, see the section entitled “Director Compensation” in the Company’s proxy statement for the 2016 annual meeting of shareholders, filed with the Securities and Exchange Commission on April 8, 2016.

There are no arrangements or understandings between Mr. Blakely and any other person pursuant to which he was selected as a director of the Company, and there are no transactions in which Mr. Blakely has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Blakely’s appointment as a director of the Company is attached hereto as Exhibit 99.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s annual meeting of shareholders held on May 17, 2016, the Company’s shareholders voted on three proposals. All of the director nominees were elected and all of the other proposals submitted to the Company’s shareholders were approved. Set forth below is the number of votes cast for or against each proposal and the number of abstentions and broker non-votes with respect to each proposal.

	For		Against		Abstain		Broker Non-Votes
Proposal 1: Election of directors
Lloyd H. Dean		42,028,250		300,844		3,401		2,592,653
Hon. Cynthia A. Glassman, Ph.D.		42,229,829		100,008		2,658		2,592,653
Julie M. Howard		41,172,798		1,119,440		40,257		2,592,653
Stephan A. James		42,270,912		59,025		2,558		2,592,653
Samuel K. Skinner		41,995,461		374,276		2,758		2,592,653
Governor James R. Thompson		42,095,793		233,482		3,220		2,592,653
Michael L. Tipsord		42,268,701		60,593		3,201		2,592,653
Randy H. Zwirn		42,270,712		58,825		2,958		2,592,653
Proposal 2: Vote to approve, on an advisory basis, the Company’s executive compensation		39,682,324		2,142,711		507,460		2,592,653
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2016		44,223,682		227,764		473,702		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
99.1	Press Release dated May 20, 2016.

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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.

	NAVIGANT CONSULTING, INC.
Date: May 23, 2016	By:	/s/ Monica M. Weed
	Name:	Monica M. Weed
	Title:	Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 20, 2016.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
For more information contact:
Aaron Miles	Megan Maupin
Navigant Investor Relations	Navigant Corporate Communications
312.583.5820	312.583.5703

NAVIGANT APPOINTS KEVIN BLAKELY, FINANCIAL SERVICES EXECUTIVE, TO ITS BOARD OF DIRECTORS

CHICAGO – May 20, 2016 – Navigant (NYSE:NCI) announced today the appointment of Kevin Blakely to its Board of Directors. Blakely brings more than 40 years of financial services experience to Navigant’s board, having held several senior positions, including Chief Risk Officer at KeyCorp and Huntington Bancshares, and CEO of the Risk Management Association. Blakely is highly regarded as one of the country’s leading financial risk management experts.

Most recently, Blakely served as Senior Advisor and a member of Oliver Wyman’s Advisory Board of Directors, where he provided strategic input for the organization’s Financial Institutions practice. He was also a Senior Advisor to Deloitte, where he served Systemically Important Financial Institutions (SIFI) by providing risk management, governance, regulatory enforcement, compliance and Dodd-Frank implementation consulting services.

Blakely is a member of the Board of Directors of HSBC’s North American subsidiary, where he serves as Chair of the Compliance Committee and is a member of both the Fiduciary and Risk Committees.

“Kevin’s wealth of relevant experiences, strategic insights and relationships within the regulated financial services sector will serve us well as we continue to grow our market leadership in advising companies addressing the challenges of regulatory pressure and related transformational impacts to their operating models,” stated Julie Howard, Navigant’s Chairman and Chief Executive Officer. “We are pleased to welcome Kevin, and we look forward to his contributions as a member of the board.”

Blakely holds a bachelor’s degree in finance from Southern Illinois University and a master’s degree in business administration from Case Western Reserve University.

About Navigant

Navigant Consulting, Inc. (NYSE: NCI) is a specialized, global professional services firm that helps clients take control of their future. Navigant’s professionals apply deep industry knowledge, substantive technical expertise, and an enterprising approach to help clients build, manage and/or protect their business interests. With a focus on markets and clients facing transformational change and significant regulatory or legal pressures, the Firm primarily serves clients in the healthcare, energy and financial services industries. Across a range of advisory, consulting, outsourcing, and technology/analytics services, Navigant’s practitioners bring sharp insight that pinpoints opportunities and delivers powerful results. More information about Navigant can be found at navigant.com.

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Statements included in this press release which are not historical in nature are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “plan,” “outlook” and similar expressions. These statements are based upon management’s current expectations and speak only as of the date of this press release. The Company cautions readers that there may be events in the future that the Company is not able to accurately predict or control and the information contained in the forward-looking statements is inherently uncertain and subject to a number of risks that could cause actual results to differ materially from those contained in or implied by the forward-looking statements including, without limitation: the success of the Company’s organizational changes and margin improvement initiatives; risks inherent in international operations, including foreign currency fluctuations; ability to make acquisitions and divestitures; pace, timing and integration of acquisitions and separation of divestitures; operational risks associated with new or expanded service areas, including revenue cycle management; impairment charges; management of professional staff, including dependence on key personnel, recruiting, attrition and the ability to successfully integrate new consultants into the Company’s practices; utilization rates; conflicts of interest; potential loss of clients or large engagements; clients’ financial condition and their ability to make payments to the Company; risks inherent with litigation; higher risk client assignments; professional liability; potential legislative and regulatory changes; continued access to capital; and market and general economic conditions. Further information on these and other potential factors that could affect the Company’s financial results are included under the “Risk Factors” section and elsewhere in the Company’s filings with the Securities and Exchange Commission (SEC), which are available on the SEC’s website or at www.navigant.com/investor relations. The Company cannot guarantee any future results, levels of activity, performance or achievement and undertakes no obligation to update any of its forward-looking statements.