8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 3, 2020

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-14875	52-1261113
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 12th Street NW, Washington, D.C. 20004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 312-9100

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FCN	New York Stock Exchange

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 8.01 Other Events

On December 3, 2020, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting”) authorized the additional amount of $200.0 million to repurchase shares of FTI Consulting’s outstanding common stock, par value $0.01 per share (“Common Stock”), pursuant to its stock repurchase program initially authorized by the Board in the amount of $100.0 million on June 2, 2016, which was increased by an additional (i) $100.0 million on December 1, 2017, (ii) $100.0 million on May 18, 2017, (iii) $100.0 million on February 21, 2019, (v) $100.0 million on February 20, 2020, and (vi) $200.0 million on July 28, 2020, for an aggregate authorization as of December 3, 2020 of $900.0 million (the Stock Repurchase Program”).

As of December 2, 2020, FTI Consulting has repurchased 10.2 million shares of its outstanding Common Stock pursuant to the Stock Repurchase Program at an average price per share of $65.31 for an aggregate cost of approximately $669.5 million. After giving effect to share repurchases through that date and the increased authorization, FTI Consulting has approximately $230.5 million remaining available for Common Stock repurchases under the program. No time limit has been established for the completion of the program, and the program may be suspended, discontinued or replaced by the Board at any time without prior notice.

Under the Stock Repurchase Program, FTI Consulting may repurchase its shares of Common Stock in open-market purchases or by any other method in accordance with applicable securities laws and regulations. The specific timing and amount of repurchases will be determined by FTI Consulting’s management, in its discretion, and will vary based on market conditions, securities law limitations and other factors. The repurchases may be funded using available cash on hand or a combination of cash and available borrowings under FTI Consulting’s senior secured revolving bank credit facility.

The Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference announces the Board authorization to increase the stock repurchase program.

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include statements, without limitation, regarding plans for Common Stock repurchases. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon FTI Consulting’s expectations at the time it makes them and various assumptions. FTI Consulting’s expectations, beliefs and projections are expressed in good faith, and it believes there is a reasonable basis for them. However, there can be no assurance that management’s plans, expectations or forecasts will be achieved. Factors that could cause changes to FTI Consulting’s plans, expectations or forecasts include risks described under the heading “Item 1A Risk Factors” in FTI Consulting’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020 and Form 10-K for the year ended December 31, 2019 filed with the SEC on February 25, 2020, and in FTI Consulting’s other filings with the SEC. FTI Consulting is under no duty to update any of the forward looking statements to conform such statements to actual results or events and does not intend to do so.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated December 4, 2020 of FTI Consulting, Inc.
104	The Cover Page from FTI Consulting’s Current Report on Form 8-K dated December 3, 2020, formatted in Inline XBRL.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FTI CONSULTING, INC.
Dated: December 7, 2020	By:	/s/ CURTIS LU
		Curtis Lu
		General Counsel

2

EX-99.1

Exhibit 99.1

FTI Consulting, Inc.

555 12th Street NW

Washington, DC

20004

+1.202.312.9100

Investor & Media Contact:

Mollie Hawkes

+1.617.747.1791

mollie.hawkes@fticonsulting.com

FTI Consulting, Inc. Announces $200.0 Million Stock Repurchase Authorization

Washington, D.C., Dec. 04, 2020 — FTI Consulting, Inc. (NYSE: FCN), today announced that on December 3, 2020, FTI Consulting’s Board of Directors authorized the additional amount of $200.0 million to repurchase its outstanding shares of common stock under its stock repurchase program. As of December 2, 2020, FTI Consulting has repurchased approximately 10.2 million shares of its outstanding common stock pursuant to its stock repurchase program at an average price per share of $65.31 for an aggregate cost of approximately $669.5 million. After giving effect to share repurchases through that date and the increased authorization, FTI Consulting has approximately $230.5 million remaining available for common stock repurchases under its program. No time limit has been established for the completion of FTI Consulting’s stock repurchase program, and the program may be suspended, discontinued or replaced by the Board at any time without prior notice.

Under its stock repurchase program, FTI Consulting may repurchase common shares in open-market purchases or by any other method in accordance with applicable securities laws and regulations. The specific timing and amount of repurchases will be determined by FTI Consulting’s management, in its discretion, and will vary based on market conditions, securities law limitations and other factors. The repurchases may be funded using available cash on hand or a combination of cash and available borrowings under FTI Consulting’s senior secured revolving bank credit facility.

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,200 employees located in 28 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $2.35 billion in revenues during fiscal year 2019. More information can be found at www.fticonsulting.com.

Safe Harbor Statement

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include statements, without limitation, regarding plans for common stock repurchases. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon FTI Consulting’s expectations at the time it makes them and various assumptions. FTI Consulting’s expectations, beliefs and

projections are expressed in good faith, and it believes there is a reasonable basis for them. However, there can be no assurance that management’s plans, expectations or forecasts will be achieved. Factors that could cause changes to FTI Consulting’s plans, expectations or forecasts include risks described under the heading “Item 1A Risk Factors” in FTI Consulting’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020 and Form 10-K for the year ended December 31, 2019 filed with the SEC on February 25, 2020, and in FTI Consulting’s other filings with the SEC. FTI Consulting is under no duty to update any of the forward looking statements to conform such statements to actual results or events and does not intend to do so.

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XML

Document and Entity Information	Dec. 03, 2020
Cover [Abstract]
Entity Registrant Name	FTI CONSULTING, INC
Entity Address, State or Province	DC
Amendment Flag	false
Entity Central Index Key	0000887936
Document Type	8-K
Document Period End Date	Dec. 03, 2020
Entity Incorporation State Country Code	MD
Entity File Number	001-14875
Entity Tax Identification Number	52-1261113
Entity Address, Address Line One	555 12th Street NW
Entity Address, City or Town	Washington
Entity Address, Postal Zip Code	20004
City Area Code	(202)
Local Phone Number	312-9100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	FCN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false