8-K 1 a14-17585_28k.htm 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): July 22, 2014

 

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

000-24049

 

04-2372210

(State or other jurisdiction

 

(Commission

 

(IRS employer

of incorporation)

 

file number)

 

identification no.)

 

200 Clarendon Street, Boston, Massachusetts

 

02116

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (617) 425-3000

 

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:

 

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

 

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

 

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

 

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

 

 

 


 

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

 

On July 22, 2014, we held a special meeting in lieu of annual meeting of shareholders. A total of 9,975,617 shares of our common stock were outstanding as of May 27, 2014, the record date for the special meeting. Set forth below are the matters acted upon at the special meeting and the final voting results on each matter as reported by our inspector of elections.

 

Proposal One: Election of Directors

 

Our shareholders elected Rowland Moriarty and William Concannon as members of our board of directors as Class I directors for a three-year term. The results of the vote were as follows:

 

Nominee

 

For

 

Withheld

 

Broker
Non-Votes

 

Rowland Moriarty

 

7,649,825

 

892,817

 

401,462

 

William Concannon

 

7,442,739

 

1,099,903

 

401,462

 

 

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 special meeting pursuant to Item 402 of Regulation S-K. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

7,437,093

 

724,293

 

381,256

 

401,462

 

 

Proposal Three: Ratification of Ernst & Young LLP as our Independent Registered Public Accountants for Fiscal 2014

 

Our shareholders ratified our selection of Ernst & Young LLP as our independent registered public accountants for our fiscal year ending January 3, 2015. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

8,926,218

 

2,259

 

15,627

 

0

 

 

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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.

 

 

 

CRA INTERNATIONAL, INC.

 

 

 

 

Dated: July 24, 2014

By:

/s/ Wayne D. Mackie

 

 

Wayne D. Mackie

 

 

Executive Vice President, Treasurer, and

 

 

Chief Financial Officer

 

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