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, 2015

 

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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, 2015, we held a special meeting in lieu of annual meeting of shareholders. A total of 9,169,454 shares of our common stock were outstanding as of May 13, 2015, 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 Robert Holthausen and Nancy Hawthorne 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
Robert Holthausen		7,682,447		315,301		402,892
Nancy Hawthorne		7,652,649		345,099		402,892

 

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
7,734,316		217,647		45,785		402,892

 

Proposal Three: Modifications Regarding Our 2006 Equity Incentive Plan

 

This proposal was removed prior to, and no vote was taken on it at, the meeting.

 

Proposal Four: Ratification of Ernst & Young LLP as our Independent Registered Public Accountants for Fiscal 2015

 

Our shareholders ratified our selection of Ernst & Young LLP as our independent registered public accountants for our fiscal year ending January 2, 2016. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
8,334,417		26,042		40,181		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 28, 2015	By:	/s/ Chad M. Holmes
		Chad M. Holmes
		Chief Financial Officer, Executive Vice President, and Treasurer

 

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