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HURN > SEC Filings for HURN > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for HURON CONSULTING GROUP INC.

Form 8-K for HURON CONSULTING GROUP INC.


8-May-2014

Change in Directors or Principal Officers, Submission of Matters to a


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

On May 2, 2014, at the Annual Meeting (the "Annual Meeting") of stockholders of Huron Consulting Group Inc. (the "Company"), the stockholders of the Company approved an amendment to the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan (the "Plan") to increase the number of shares authorized for issuance under the Plan by 850,000, as further described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2014 (the "Proxy Statement"). The amendment to the Plan previously had been approved, subject to stockholder approval, by the Board of Directors of the Company (the "Board of Directors").

A summary of the amendment to the Plan was included as part of Proposal 2 in the Proxy Statement. The summary of the amendment to the Plan contained in the Proxy Statement is qualified by and subject to the full text of the Plan (as amended and restated), which was included as Appendix A to the Proxy Statement and is incorporated herein by reference.



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

The Annual Meeting was held on May 2, 2014 and a total of 22,137,304 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 I members of the Board of Directors to serve terms ending at the Company's 2017 Annual Meeting;
(ii) the approval of an amendment to the Plan to increase the number of shares authorized for issuance under the Plan; (iii) an advisory vote on the approval of the compensation of the Company's named executive officers; 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, 2014. 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
         H. Eugene Lockhart   20,383,467       234,419          1,519,418
         George E. Massaro    20,065,302       552,584          1,519,418

The other members of the Board of Directors whose terms of office continued after the Annual Meeting were: DuBose Ausley, John S. Moody, James D. Edwards, John McCartney, and James H. Roth.

Proposal No. 2 - To approve an amendment to the Company's 2012 Omnibus Incentive Plan.

Shares For Shares Against Shares Abstain Broker Non-Votes 18,877,547 1,733,540 6,799 1,519,418

Proposal No. 3 - An advisory vote on the approval of executive compensation.

Shares For Shares Against Shares Abstain Broker Non-Votes 20,590,061 25,740 2,085 1,519,418

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, 2014.

Shares For Shares Against Shares Abstain Broker Non-Votes 21,300,357 835,039 1,908 -



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                     Description

10.1          Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended
              and restated (included as Appendix A to Huron Consulting Group Inc.'s
              definitive proxy statement filed with the Securities and Exchange
              Commission on March 24, 2014, Commission File No. 000-50976, and
              incorporated herein by reference).


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