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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 18, 2024

 

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

 

(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   Name of Each Exchange on Which Registered
Common Stock, no par value   CRAI   Nasdaq Global Select Market

 

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

 

On July 18, 2024, CRA International, Inc. (“we,” “us,” “our” or the “Company”) held an annual meeting of our shareholders. A total of 6,840,966 shares of our common stock, no par value, were outstanding as of May 24, 2024, the record date for the annual meeting. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

 

Proposal One: Election of Directors

 

Our shareholders elected Alva Taylor, Heather Tookes and Karen Keenan as our Class II directors for a three-year term. The results of the vote were as follows:

 

Nominee  For   Withheld   Broker
Non-Votes		 
Alva Taylor  5,996,730   184,426   322,565 
             
Heather Tookes  5,988,392   192,764   322,565 
             
Karen Keenan  6,083,358   97,798   322,565 

 

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

 

For  Against   Abstain   Broker
Non-Votes		 
5,832,262  327,209   21,685   322,565 

 

Proposal Three: Ratification of Grant Thornton LLP as our Independent Registered Public Accountants for Fiscal 2024

 

Our shareholders ratified the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending December 28, 2024. The results of the vote were as follows:

 

For  Against   Abstain   Broker
Non-Votes		 
6,492,159   11,059   503   0 

 

 

 

 

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, 2024 By: /s/ Daniel K. Mahoney
    Daniel K. Mahoney
    Chief Financial Officer, Executive Vice President and Treasurer

 

 

 

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Jul. 18, 2024
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Entity Address, Address Line One 200 Clarendon Street
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Title of 12(b) Security Common Stock, no par value
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