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

(a) A total of 34,375,310 shares, or 92.47%, of the common stock issued and


    outstanding as of the record date of March 25, 2020, was represented by proxy
    at the annual meeting of the stockholders of FTI Consulting, Inc. (the
    "Company") held on June 3, 2020 (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 eight nominees named in the Proxy Statement. Stockholders of record on March 25, 2020 elected the eight nominees as directors of the Company by a majority of the total votes cast FOR and WITHHELD with respect to 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           Withheld        Abstain       Broker Non-Votes
Brenda J. Bacon            30,219,641       2,652,869       143,097              1,359,703
Mark S. Bartlett           32,482,066         522,991        10,550              1,359,703
Claudio Costamagna         32,953,436          50,776        11,395              1,359,703
Vernon Ellis               32,861,506         118,251        35,850              1,359,703
Nicholas C. Fanandakis     32,965,674          39,373        10,560              1,359,703
Steven H. Gunby            32,944,808          41,118        29,681              1,359,703
Gerard E. Holthaus         32,504,605         407,362       103,640              1,359,703
Laureen E. Seeger          32,869,407         115,355        30,845              1,359,703

Proposal No. 2 - Approve the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of authorized shares of common stock issuable by an additional 145,000 shares and extend the expiration date to June 3, 2030. A majority of the votes cast by stockholders of record on March 25, 2020 at the Annual Meeting voted FOR Proposal 2, and the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of authorized shares of common stock issuable by an additional 145,000 shares and extend the expiration date to June 3, 2030 was approved, as follows:



   For       Against   Abstain   Broker Non-Votes
32,277,365   719,760   18,482       1,359,703

Proposal No. 3 - Ratify the appointment of KPMG LLP as FTI Consulting, Inc.'s independent registered public accounting firm for the year ending December 31, 2020. A majority of votes cast by stockholders of record on March 25, 2020 at the Annual Meeting voted FOR Proposal No. 3, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020 was ratified, as follows:



   For       Against   Abstain
34,132,909   216,653   25,748

Proposal No. 4 - Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2019, as described in the Proxy Statement for the 2020 annual meeting of stockholders. The stockholders of record on March 25, 2020 at the Annual Meeting voted 99.30% FOR and 0.69% AGAINST Proposal 3, as follows:



   For       Against   Abstain   Broker Non-Votes
32,766,411   229,459   19,737       1,359,703

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.



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