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): ~~January~~February 229, 2024

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	~~000-24049~~	~~04-2372210~~	000-24049	04-2372210
(State or other jurisdiction	(Commission	(IRS employer
(State or other jurisdiction of incorporation)			(Commission file number)	(IRS employer identification no.)
of incorporation)	file number)	identification no.)

200 Clarendon Street Boston, Massachusetts

02116

200 Clarendon Street,

Boston,

Massachusetts

02116

~~(Address of principal executive offices)~~

~~(Zip code)~~

(Address of principal executive offices)

(Zip code)


Registrant's telephone number, including area code:			(617)			425-3000

(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:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, no par value

CRAI

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~January 2~~February 29, 2024, ~~the~~we ~~board~~issued ofa ~~directors~~press ~~(the “Board”)~~release ofreporting ~~CRA~~our ~~International,~~financial ~~Inc.~~results ~~(the~~for ~~“Company”),~~our ~~upon~~fiscal ~~the~~quarter ~~recommendation~~and offiscal ~~the~~year ~~Nominating~~ended ~~and Corporate Governance Committee~~December 30, ~~appointed Karen C~~2023. ~~Keenan~~A tocopy ~~join~~of the ~~Board~~press asrelease anis ~~independent~~set ~~director,~~forth ~~effective~~ as ~~of January 8, 2024~~Exhibit 99.1 ~~Ms.~~and ~~Keenan~~is ~~will~~incorporated ~~serve as~~by areference ~~Class~~herein. IIOn ~~director~~February 29, ~~until the Company’s~~ 2024, ~~annual~~we ~~meeting~~also ofposted ~~stockholders~~on ~~and~~our ~~until~~website ~~her~~supplemental ~~successor~~financial isinformation, ~~elected~~including ~~and~~prepared ~~qualified or~~CFO ~~until~~remarks. ~~her~~A ~~earlier~~copy ~~resignation~~of orthe ~~removal.~~supplemental ~~Ms.~~financial ~~Keenan~~information ~~was~~is ~~also~~set ~~appointed~~forth toas ~~serve~~Exhibit 99.2 onand ~~the~~incorporated ~~Audit~~by ~~Committee~~reference ~~of the Board~~herein.

~~Effective as~~ The ofinformation ~~March~~contained 1,in ~~2024,~~Item ~~Richard Booth will serve as chair of the Audit Committee, replacing Robert Holthausen, who has served as the chair since 2015~~2.02 ~~Mr. Holthausen will continue to serve as a member~~ of ~~the~~this ~~Audit~~report ~~Committee,~~and ~~along~~Exhibits ~~with Alva Harry Taylor, Ph~~99.D.1 and Ms99.2 ~~Keenan. Also~~attached ~~effective~~hereto ~~March~~shall 1,not ~~2024,~~be ~~Christine~~deemed ~~Detrick~~“filed” ~~will~~for ~~serve~~purposes ~~as chair~~ of ~~the~~Section ~~Nominating~~18 ~~and~~of ~~Corporate Governance Committee, replacing William Concannon, who has served as~~ the ~~chair~~Securities ~~since~~Exchange ~~2009.~~Act ~~Mr.~~of ~~Concannon~~1934 ~~will~~or ~~continue~~otherwise subject to ~~serve as lead director of~~ the ~~Board~~liabilities ~~and as a member~~ of ~~the~~that ~~Nominating and Corporate Governance Committee. Additionally~~section, ~~Ms.~~nor ~~Detrick~~shall ~~will~~it ~~replace~~be ~~Mr.~~deemed ~~Holthausen~~incorporated asby areference ~~member~~in ofany ~~the~~filing ~~Executive Committee~~under of the ~~Board.~~Securities ~~Lastly,~~Act ~~effective~~of ~~July~~1933 ~~18,~~or ~~2024,~~the ~~Heather~~Securities ~~Tookes~~Exchange ~~will~~Act ~~serve as chair~~ of ~~the Compensation Committee~~1934, ~~replacing Thomas~~except ~~Avery, who has served~~ as ~~the~~expressly ~~chair~~set ~~since~~forth ~~2017.~~by ~~Mr.~~specific ~~Avery~~reference ~~will~~in ~~continue~~such ~~to serve as~~ a ~~member of the Compensation Committee~~filing.

As a non-employee director, Ms. Keenan will receive cash compensation and an equity award for her Board service in accordance with the Company’s non-employee director compensation policy. Ms. Keenan is not a party to any transaction with the Company that would require disclosure under Item ~~404(a) of~~ 7.01 Regulation ~~S-K, and~~FD ~~there are no arrangements or understandings between Ms~~Disclosure. Keenan and any other persons pursuant to which she was selected as a director. Ms. Keenan will also have the benefit of the Company’s standard form of indemnification agreement for non-employee directors.

~~Item~~On 7February 29, 2024, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0.0142 per share to be paid on March 22, 2024 to all shareholders of record as of March 12, 2024. ~~Regulation~~A FDcopy ~~Disclosure~~of the press release is set forth as Exhibit 99.3 and is incorporated by reference herein.

AAlso ~~copy~~on ofFebruary 29, ~~the~~2024, ~~Company’s~~we ~~press~~announced ~~release~~that ~~announcing Ms.~~our ~~Keenan’s~~board ~~appointment~~of isdirectors ~~attached~~authorized asa ~~Exhibit 99~~$35.10 tomillion ~~this~~expansion ~~Current~~to ~~Report~~our onexisting ~~Form~~share ~~8-K~~repurchase program.

The information contained in Item 7.01 of this report and Exhibit 99.13 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

~~Number~~	~~Title~~	Number	Title
~~99.1~~	~~Press release, dated January 3, 2024~~	99.1	February 29, 2024 earnings press release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
		99.2	Supplemental financial information (prepared CFO remarks)
		99.3	February 29, 2024 dividend press release
		104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.~~		CRA INTERNATIONAL, INC.
Dated: January 3, 2024	By:	/s/ Daniel K. Mahoney
Dated: February 29, 2024			By:	/s/ DANIEL K. MAHONEY
		~~Daniel K. Mahoney~~		Daniel K. Mahoney
		~~Chief Financial Officer, Executive Vice President and Treasurer~~		Chief Financial Officer, Executive Vice President and Treasurer

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