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): June 7, 2012

 

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

 

On June 7, 2012, our shareholders approved amendments to our amended and restated 2006 equity incentive plan, which increased the number of shares available for issuance under the plan by 2,500,000 shares. As we reported in a current report on Form 8-K filed on June 1, 2012, in response to external feedback, we have adopted a policy that we will not, without further shareholder approval, grant equity awards under the plan that require the use of more than 1,700,000 shares (as such shares are counted under the plan) of these 2,500,000 additional shares.  A copy of the plan, as so amended, is attached as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

 

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

 

On June 7, 2012, we held a special meeting in lieu of annual meeting of shareholders. A total of 10,416,288 shares of our common stock were outstanding as of April 9, 2012, 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 Nancy L. Rose and Ronald T. Maheu as members of our board of directors as Class II directors for a three-year term. The results of the vote were as follows:

 

Nominee

 

For

 

Withheld

 

Broker
Non-Votes

 

Nancy L. Rose

 

9,757,344

 

94,408

 

215,635

 

 

 

 

 

 

 

 

 

Ronald T. Maheu

 

9,391,094

 

460,658

 

215,635

 

 

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

 

9,346,473

 

415,626

 

89,653

 

215,635

 

 

2



 

Proposal Three: Approval of Amendments to our Amended and Restated 2006 Equity Incentive Plan

 

Our shareholders voted to approve amendments to our amended and restated 2006 equity incentive plan, including increasing the number of shares of common stock issuable under the plan by 2,500,000 shares.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

6,265,924

 

3,569,070

 

16,758

 

215,635

 

 

Proposal Four: Re-approval of our Cash Incentive Plan and Extending its Effectiveness

 

Our shareholders voted to re-approve our cash incentive plan and extend its effectiveness through the 2017 annual meeting of shareholders (or any special meeting held in lieu thereof).  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

9,690,810

 

150,705

 

10,237

 

215,635

 

 

Proposal Five: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2012

 

Our shareholders ratified our selection of KPMG LLP as our independent registered public accountants for our fiscal year ending December 29, 2012. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

10,043,497

 

6,111

 

17,779

 

0

 

 

Item 8.01.                                       Other Events.

 

On June 12, 2012, we issued a press release announcing changes in our management consulting team which, together with the revenue deficit we experienced in the first quarter of fiscal 2012, will make our achieving company-wide growth of approximately 6% for fiscal 2012 unlikely.  A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)  Exhibits

 

Number

 

Title

 

 

 

10.1

 

CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan, as amended (filed as Annex A to our definitive proxy statement filed on April 27, 2012 and incorporated herein by reference)

 

 

 

99.1

 

June 12, 2012 press release

 

3



 

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: June 13, 2012

By:

/s/ Wayne D. Mackie

 

 

Wayne D. Mackie

 

 

Executive Vice President, Treasurer, and

 

 

Chief Financial Officer

 

4



 

Exhibit Index

 

Number

 

Title

 

 

 

10.1

 

CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan, as amended (filed as Annex A to our definitive proxy statement filed on April 27, 2012 and incorporated herein by reference)

 

 

 

99.1

 

June 12, 2012 press release

 

5