Huron Consulting Group Inc. Files 8-K with Corporate Updates

TL;DR

Huron Consulting Group Inc. filed an 8-K on May 6th detailing corporate changes and upcoming votes.

AI Summary

Huron Consulting Group Inc. filed an 8-K on May 6, 2024, reporting on events that occurred on May 2, 2024. The filing indicates updates regarding amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events, along with financial statements and exhibits.

Why It Matters

This filing provides important updates on the corporate governance and operational activities of Huron Consulting Group Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Huron Consulting Group Inc. (company) — Registrant
• May 2, 2024 (date) — Date of earliest event reported
• May 6, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 550 West Van Buren Street Chicago, Illinois 60607 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share HURN NASDAQ Global Select Mar
• $100 million — of Directors (the "Board") authorized a $100 million increase to the current share repurchas
• $500 m — ase program to a total authorization of $500 million, inclusive of the $9.5 million re
• $9.5 million — ation of $500 million, inclusive of the $9.5 million remaining under the share repurchase pr

Filing Documents

• hurn-20240502.htm (8-K) — 53KB
• 0001289848-24-000134.txt ( ) — 183KB
• hurn-20240502.xsd (EX-101.SCH) — 2KB
• hurn-20240502_lab.xml (EX-101.LAB) — 23KB
• hurn-20240502_pre.xml (EX-101.PRE) — 13KB
• hurn-20240502_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 3, 2024 at the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") providing for the exculpation of the Company's officers (the "Exculpation Amendment"), as further described in the Company's 2024 Proxy Statement. The amendment to the Certificate of Incorporation was previously approved, subject to stockholder approval, by the Board of Directors. The amendment to the Certificate of Incorporation was included as Appendix A to the 2024 Proxy Statement and is attached as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference. The foregoing description of the amendment to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting of the Company was held on May 3, 2024 in a virtual meeting format, and a total of 16,333,701 shares were present in person or by proxy. At the Annual Meeting, the Company's stockholders acted upon the following matters: (i) the election of three Class II members of the Board of Directors to serve terms ending at the Company's 2025 Annual Meeting; (ii) the approval of an amendment to the Company's Restated Certificate of Incorporation; (iii) the approval of an amendment to the Company's Stock Ownership Participation Plan; (iv) an advisory vote to approve the compensation of the Company's named executive officers; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a summary of the voting results for each matter presented to stockholders. Proposal No. 1 - Election of directors. Name Shares For Shares Withheld Broker Non-Votes C. Mark Hussey 14,770,852 286,076 1,276,773 Hugh E. Sawyer 14,884,196 172,732 1,276,773 Debra Zumwalt 14,779,544 277,384 1,276,773 The other members of the Board of Directors whose terms of office continued after the Annual Meeting were: Peter K. Markell, John McCartney, Ekta Singh-Bushell, Joy T. Brown, H. Eugene Lockhart, and James H. Roth. Proposal No. 2 - To approve an amendment to the Company's Restated Certificate of Incorporation. Shares For Shares Against Shares Abstain Broker Non-Votes 13,216,639 1,838,345 1,944 1,276,773 Proposal No. 3 - To approve an amendment to the Company's Amended and Restated Stock Ownership Participation Program. Shares For Shares Against Shares Abstain Broker Non-Votes 14,507,118 548,468 1,342 1,276,773 Proposal No. 4 - An advisory vote to approve the Company's executive compensation. Shares For Shares Against Shares Abstain Broker Non-Votes 14,716,3

01. Other Events

Item 8.01. Other Events. On May 2, 2024, the Company's Board of Directors (the "Board") authorized a $100 million increase to the current share repurchase program to a total authorization of $500 million, inclusive of the $9.5 million remaining under the share repurchase program as of May 2, 2024. Additionally, the Board authorized an extension of the share repurchase program pursuant to which the Company may repurchase its common stock through December 31, 2025. The amount and timing of the repurchases will be determined by management and will depend on a variety of factors, including the trading price of the Company's common stock, capacity under the Company's credit facility, general market and business conditions, and applicable legal requirements. The repurchase program may be suspended, modified, or discontinued at any time and the Company has no obligation to repurchase any specific value or number of common shares under the share repurchase program.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Huron Consulting Group Inc.'s Amendment to the Restated Certificate of Incorporation, effective May 3, 2024 (included as Appendix A to Huron Consulting Group Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2024, Commission File No. 000-50976, and incorporated herein by reference). 104 Cover Page Interactive Data File (formatted as inline XBRL) SIGNATURE 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. Huron Consulting Group Inc. (Registrant) Date: May 6, 2024 /s/ JOHN D. KELLY John D. Kelly Executive Vice President, Chief Financial Officer, and Treasurer

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