FTI CONSULTING, INC 8-K

What Happened

• FTI Consulting filed an 8‑K reporting results of its June 3, 2026 Annual Meeting and an update to its stock repurchase program. All eight director nominees were elected, KPMG LLP was ratified as the independent registered public accounting firm for 2026, and the advisory "say‑on‑pay" vote to approve 2025 named executive officer compensation received majority support.
• The company also reported cumulative repurchases under its long‑running Stock Repurchase Program: through June 2, 2026 FTI repurchased 19,104,867 shares at an average price of $107.94 (≈$2.1 billion), leaving approximately $507.4 million available under the program (aggregate authorization $2.6 billion).

Key Details

• Annual Meeting date: June 3, 2026; Proxy Statement filed April 21, 2026.
• Director elections: all eight nominees elected; broker non‑votes: 1,081,462. For votes for individual nominees ranged roughly 26.35M–26.92M.
• Auditor ratification (Proposal 2): KPMG LLP ratified — For: 27,752,240; Against: 270,790; Abstentions: 32,721.
• Advisory "say‑on‑pay" (Proposal 3): For: 26,766,491; Against: 183,399; Abstentions: 24,400; broker non‑votes: 1,081,462.
• Stock Repurchase Program: aggregate authorization $2.6B; repurchased 19,104,867 shares through June 2, 2026 at avg. $107.94 (~$2.1B spent); ~$507.4M remaining. Repurchases may be funded with cash or borrowings and have no set expiration.

Why It Matters

• Board and auditor continuity: Re‑election of directors and ratification of KPMG maintain management and audit stability, which can reduce governance uncertainty for investors.
• Capital return flexibility: With ~ $507.4M still available under the buyback program, management has capacity to repurchase additional shares (timing and amount at management’s discretion), a tool that can affect share count and earnings-per-share trends. The company noted repurchases may be suspended or funded via cash or its credit facility.