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): ~~May 2~~July 18, 2024

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

000-24049

04-2372210

~~Massachusetts~~

~~000-24049~~

~~04-2372210~~

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)

(State or other jurisdiction

(Commission

(IRS employer

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:

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

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 25.~~02 Results~~07. Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~May~~July 218, 2024, CRA International, Inc. (“we,” ~~issued~~“us,” ~~a press release reporting~~ “our” ~~financial~~or ~~results~~the ~~for~~“Company”) ~~our~~held ~~fiscal~~an ~~quarter~~annual ~~ended~~meeting ~~March 30,~~of ~~2024~~our shareholders. A ~~copy~~ total of ~~the~~6,840,966 ~~press~~shares ~~release~~of isour ~~set~~common ~~forth~~stock, asno ~~Exhibit 99.1~~par ~~and~~value, iswere ~~incorporated~~outstanding byas ~~reference~~of ~~herein. On~~ May 224, 2024, wethe ~~also~~record ~~posted~~date onfor ~~our~~the ~~website~~annual ~~supplemental~~meeting. Set ~~financial~~forth ~~information,~~below ~~including~~are ~~prepared~~the ~~CFO~~matters ~~remarks.~~acted Aupon ~~copy~~at of the ~~supplemental~~annual ~~financial~~meeting ~~information~~and isthe ~~set~~final ~~forth~~voting asresults ~~Exhibit 99.2~~on ~~and~~each ~~incorporated~~matter as reported by ~~reference~~our ~~herein~~inspector of elections.

~~The~~Proposal ~~information~~One: ~~contained~~Election ~~in Item 2.02~~ of this report and Exhibits 99.1 and 99.2 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.Directors

~~Item~~Our 7shareholders elected Alva Taylor, Heather Tookes and Karen Keenan as our Class II directors for a three-year term.~~01 Regulation~~ FDThe ~~Disclosure~~results of the vote were as follows:

On May 2, 2024, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0.42 per share to be paid on June 14, 2024 to all shareholders of record as of May 28, 2024. A copy of the press release is set forth as Exhibit 99.3 and is incorporated by reference herein.

Nominee	For	Withheld	Broker Non-Votes
Alva Taylor	5,996,730	184,426	322,565

Heather Tookes	5,988,392	192,764	322,565

Karen Keenan	6,083,358	97,798	322,565

~~The~~Proposal ~~information~~Two: ~~contained~~Approval ~~in Item 7.01~~ of ~~this~~Executive report and Exhibit 99.3 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.Compensation

Our shareholders voted to approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement filed in connection with the annual meeting pursuant to Item 9402 of Regulation S-K.~~01 Financial~~ ~~Statements~~The ~~and~~results ~~Exhibits~~of the vote were as follows:

(d) Exhibits

For		Against			Abstain			Broker Non-Votes
5,832,262		327,209			21,685			322,565

			Number						Title
			99.1						May 2, 2024 earnings press release
			99.2						Supplemental financial information (prepared CFO remarks)
			99.3						May 2, 2024 dividend press release
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal Three: Ratification of Grant Thornton LLP as our Independent Registered Public Accountants for Fiscal 2024

2Our shareholders ratified the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending December 28, 2024. The results of the vote were as follows:

For		Against				Abstain			Broker Non-Votes
6,492,159			11,059			503			0

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: May 2, 2024			By:	/s/ DANIEL K. MAHONEY
Dated: July 24, 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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