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

(a) A total of 30,917,670 shares, or 90.97%, of the common stock issued and


    outstanding as of the close of business on the record date of March 9, 2023
    (the "Record Date"), was represented by proxy at the annual meeting of the
    stockholders of FTI Consulting, Inc. (the "Company") held on June 7, 2023
    (the "Annual Meeting"). The proposals below were described in detail in the
    proxy statement for the Annual Meeting (the "Proxy Statement").

(b) The final voting results for the four proposals submitted to a vote of

stockholders at the Annual Meeting are as follows:

Proposal No. 1 - Elect as directors the nine nominees named in the Proxy Statement. Stockholders of record as of the close of business on the Record Date elected the nine nominees as directors of the Company by a majority of the total votes cast FOR his or her election as a director at the Annual Meeting, to each serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualifies, or until his or her death, resignation, retirement or removal (whichever occurs first), as follows:



Name                         For            Against       Abstain       Broker Non-Votes
Brenda J. Bacon            28,455,592       1,032,990       29,819              1,399,269
Mark S. Bartlett           28,438,881       1,061,592       17,928              1,399,269
Elsy Boglioli              29,447,240          53,767       17,394              1,399,269
Claudio Costamagna         29,018,572         468,757       31,072              1,399,269
Nicholas C. Fanandakis     29,419,389          81,113       17,899              1,399,269
Steven H. Gunby            29,210,331         280,444       27,626              1,399,269
Gerard E. Holthaus         28,989,853         498,289       30,259              1,399,269
Stephen C. Robinson        29,373,063         127,473       17,865              1,399,269
Laureen E. Seeger          29,265,704         226,428       26,269              1,399,269

Proposal No. 2 - Ratify the appointment of KPMG LLP as FTI Consulting, Inc.'s independent registered public accounting firm for the year ending December 31, 2023. A majority of votes cast by stockholders of record as of the Record Date at the Annual Meeting voted FOR Proposal No. 2, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 was ratified, as follows:



   For       Against   Abstain
30,736,073   157,504   24,093

Proposal No. 3 - Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2022 as described in the Proxy Statement for the Annual Meeting. The stockholders of record as of the Record Date at the Annual Meeting voted 87.52% FOR and 12.47% AGAINST Proposal 3, as follows:

For Against Abstain Broker Non-Votes 25,812,822 3,678,582 26,997 1,399,269

The Company's Board of Directors and Compensation Committee value the views of the Company's stockholders and will consider the results of this advisory vote when making future decisions on named executive officer compensation.

Proposal No. 4 - Conduct Advisory (non-binding) vote on the frequency of advisory (non-binding) votes on executive compensation. The stockholders of record as of the Record Date at the Annual Meeting voted to conduct advisory (non-binding) votes to approve executive compensation every 1 year, as follows:



  1 Year     2 Years   3 Years   Abstain
28,793,461   11,633    689,426   23,881

(d) In light of the strong support of the stockholders as reflected in the above voting results, the Company will conduct advisory (non-binding) votes to approve the compensation of the Company's named executive officers every 1 year until the next required advisory (non-binding) vote on the frequency of advisory (non-binding) votes on executive compensation.



                                       1

--------------------------------------------------------------------------------

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits



104     The Cover Page from FTI Consulting's Current Report on Form 8-K dated
        June 7, 2023, formatted in Inline XBRL



                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses