Form 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

May 4, 2012

Date of Report (Date of earliest event reported)

 

 

Huron Consulting Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50976   01-0666114

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

550 West Van Buren Street

Chicago, Illinois

60607

(Address of principal executive offices)

(Zip Code)

(312) 583-8700

(Registrant’s telephone number, including area code)

 

 

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 1, 2012, the stockholders of Huron Consulting Group Inc. (the “Company”) approved the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan (the “Plan”). Information concerning the Plan is set forth in Proposal 3 contained in the Company’s Proxy Statement for its 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2012. Such information is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Huron Consulting Group Inc. was held on May 1, 2012 and a total of 21,383,256 shares were present in person or by proxy. At the Annual Meeting, the Company’s shareholders acted upon the following matters: (i) the election of two Class II members of the Board of Directors to serve terms ending at the Company’s 2015 Annual Meeting; (ii) an advisory vote on the approval of the compensation of the Company’s named executive officers; (iii) a proposal to approve the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan; 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, 2012. The following is a summary of the voting results for each matter presented to shareholders:

Proposal No. 1 – Election of directors.

 

Name

   Shares For    Shares Withheld    Broker Non-Votes

DuBose Ausley

   19,005,677    425,189    1,952,390

John S. Moody

   19,009,136    421,730    1,952,390

The other members of the Company’s board of directors whose terms of office continued after the meeting were: James D. Edwards, John McCartney, James H. Roth, H. Eugene Lockhart and George E. Massaro.

Proposal No. 2 – An advisory vote on the approval of executive compensation.

 

Shares For

 

Shares Against

 

Shares Abstain

 

Broker Non-Votes

18,992,071

  302,394   136,401   1,952,390

Proposal No. 3 – Proposal to approve the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan.

 

Shares For

 

Shares Against

 

Shares Abstain

 

Broker Non-Votes

16,412,855

  3,016,325   1,686   1,952,390

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, 2012.

 

Shares For

 

Shares Against

 

Shares Abstain

 

Broker Non-Votes

20,626,647

  696,314   60,295   —  


SIGNATURE

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.

 

       

Huron Consulting Group Inc.

    (Registrant)
Date:   May 4, 2012  

/s/ C. Mark Hussey

    C. Mark Hussey
   

Executive Vice President, Chief

Financial Officer and Treasurer