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 6, 2016
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
(Commission
(IRS Employer
of incorporation)
File Number)
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:
    
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.
The Annual Meeting (the “Annual Meeting”) of stockholders of Huron Consulting Group Inc. (the “Company”) was held on May 6, 2016, and a total of 20,330,201 shares were present in person or by proxy. At the Annual Meeting, the Company’s stockholders acted upon the following matters: (i) the election of three Class III members of the Board of Directors to serve terms ending at the Company’s 2019 Annual Meeting; (ii) an advisory vote on the approval of the compensation of the Company’s named executive officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The following is a summary of the voting results for each matter presented to stockholders.
Proposal No. 1 - Election of directors.
Name
 
Shares For
 
Shares Withheld
 
Broker Non-Votes 
James D. Edwards
 
18,570,993
 
112,098
 
1,647,110
John McCartney
 
18,575,005
 
108,086
 
1,647,110
James H. Roth
 
18,590,818
 
92,273
 
1,647,110
The other members of the Board of Directors whose terms of office continued after the Annual Meeting were: H. Eugene Lockhart, George E. Massaro, John S. Moody, and Debra Zumwalt.
Proposal No. 2 - An advisory vote on the approval of executive compensation.  
Shares For 
 
Shares Against  
 
Shares Abstain  
 
Broker Non-Votes 
18,654,290
 
23,928
 
4,873
 
1,647,110
Proposal No. 3 - To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  
Shares For 
 
Shares Against  
 
Shares Abstain  
 
Broker Non-Votes  
20,093,934
 
234,723
 
1,544
 
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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 9, 2016
 
/s/ C. Mark Hussey
 
 
 
C. Mark Hussey
 
 
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer