ICF International, Inc. 8-K

What Happened

• ICF International, Inc. filed an 8-K reporting the results of its Annual Meeting held June 2, 2026. Stockholders elected three directors — Marilyn Crouther, Michael J. Van Handel and Michelle A. Williams — for terms expiring in 2029. The non-binding advisory vote on executive compensation (say-on-pay) and the ICF International, Inc. 2026 Omnibus Incentive Plan were approved by shareholders. Grant Thornton LLP was appointed as the company’s independent registered public accountant for fiscal year 2026.

Key Details

• Director election vote totals (of 14,600,984 votes cast on director matters; broker non-votes = 1,671,221):
  • Marilyn Crouther: For 14,365,015 (≈98.35%), Withheld 216,212, Abstain 19,757.
  • Michael J. Van Handel: For 14,124,745 (≈96.71%), Withheld 455,210, Abstain 21,029.
  • Michelle A. Williams: For 14,452,878 (≈98.99%), Withheld 127,550, Abstain 20,556.
• Advisory vote on executive compensation (non-binding): For 13,867,460 (≈94.9%), Against 403,857, Abstain 329,667; broker non-votes 1,671,221.
• ICF 2026 Omnibus Incentive Plan: For 13,949,756 (≈95.5%), Against 323,716, Abstain 327,512; broker non-votes 1,671,221.
• Auditor appointment: Grant Thornton LLP approved as independent auditor for FY2026: For 15,910,378 (≈97.8%), Against 269,998, Abstain 91,829; no broker non-votes on this item. Total shares represented at the meeting: 16,272,205.

Why It Matters

• Board continuity: The election of the three directors secures the company’s board composition through 2029, which affects governance and strategic oversight.
• Compensation and equity plan approval: Strong shareholder support for the advisory vote and the 2026 Omnibus Incentive Plan signals investor approval of the company’s executive pay approach and gives ICF authority to grant equity and other incentives under the new plan.
• Auditor selection: Appointing Grant Thornton LLP as the independent registered public accountant finalizes the company’s auditor for fiscal 2026 and is important for upcoming financial reporting and audit oversight.
• Note on broker non-votes: About 1.67 million shares were broker non-votes on several matters, meaning those beneficial owners did not give voting instructions on certain proposals; broker non-votes count for quorum but are not votes in favor or against those items.