UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 2, 2014
ICF International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-33045 |
22-3661438 | |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | |
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9300 Lee Highway, Fairfax, Virginia |
22031 | ||
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (703) 934-3000 | |||
Not Applicable
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On October 2, 2014, the Board of Directors of ICF International, Inc. (the “Company”) increased the size of the Company’s board of directors (the “Board”) from seven to eight members and appointed Leslye G. Katz to the Board. Ms. Katz shall serve as a Class II director to serve until the Company’s annual meeting of stockholders in 2017, subject to her prior death, resignation or removal from office as provided by law. Ms. Katz has been designated a member of the Audit Committee of the Board.
Ms. Katz is currently a board member of HealthSouth Corporation (NYSE: HLS) (“HealthSouth”), serving on its audit committee and finance committee. HealthSouth is one of the nation's largest healthcare providers specializing in inpatient rehabilitation. From January 2007 to December 2010, Ms. Katz served as senior vice president and chief financial officer of IMS Health, Inc. (“IMS”), a provider of information, services, and technology for clients in the pharmaceutical and healthcare industries. Prior to that, between 2001 and 2006, she served as vice president and controller of IMS. From July 1998 to July 2001, Ms. Katz served as senior vice president and chief financial officer of American Lawyer Media, Inc., a privately-held legal media and publishing company. Prior to joining American Lawyer Media, Ms. Katz held a number of financial management positions with The Dun & Bradstreet Corporation (“Dun & Bradstreet”), followed by two years as vice president and treasurer of Cognizant Corporation, a spin-off from Dun & Bradstreet. Ms. Katz currently serves as chair of the board of directors of My Sisters’ Place, a not-for-profit provider of shelter, advocacy, and support services to victims of domestic violence. Ms. Katz received her B.A. in English and American Literature from Brown University and her M.B.A. in Accounting and Finance from the Wharton School of the University of Pennsylvania.
There is no arrangement or understanding between Ms. Katz and any other person pursuant to which she was appointed as a director of the Company. In connection with her service, Ms. Katz will receive the Company’s standard director’s compensation package. Ms. Katz does not have any other material arrangements or transactions with related persons to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release containing this announcement is filed as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 |
Press Release dated October 2, 2014. |
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.
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ICF International, Inc. |
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Date: October 2, 2014 |
By: |
/s/ Sudhakar Kesavan |
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Sudhakar Kesavan |
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Chief Executive Officer |
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Exhibit 99.1
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NEWS RELEASE |
ICF International Appoints Leslye G. Katz to Board of Directors
FOR IMMEDIATE RELEASE
Contact: Steve Anderson, steve.anderson@icfi.com, +1.703.934.3847
FAIRFAX, Va. (October 2, 2014) - ICF International (NASDAQ:ICFI), a leading provider of consulting services and technology solutions to government and commercial clients, has appointed Leslye G. Katz to its board of directors. Ms. Katz is a highly regarded financial executive with more than 20 years of experience in senior financial roles with market-leading companies.
“Ms. Katz’s experience as a financial executive for several large corporations coupled with her position on the board of directors for HealthSouth Corporation will add valuable perspective to ICF and to the board of directors,” said ICF International Chairman and CEO Sudhakar Kesavan. “Her knowledge of the healthcare business makes her an ideal addition to our board.”
Ms. Katz is currently a board member of HealthSouth, one of the nation's largest healthcare providers specializing in rehabilitation. From 2007 to 2010, Ms. Katz served as senior vice president and chief financial officer of IMS Health, Inc. (IMS), a provider of information, services and technology for clients in the pharmaceutical and healthcare industries. Between 2001 and 2006, she served as vice president and controller of IMS. From 1998 to 2001, Ms. Katz served as senior vice president and chief financial officer of American Lawyer Media, Inc., a privately-held legal media and publishing company. Prior to joining American Lawyer Media, Ms. Katz held a number of financial management positions with The Dun & Bradstreet Corporation, followed by two years as vice president and treasurer of Cognizant Corporation, a spin-off from Dun & Bradstreet. Ms. Katz currently serves as chair of the board of directors of My Sisters’ Place, a not-for-profit provider of shelter, advocacy, and support services to victims of domestic violence.
Ms. Katz received a bachelor’s degree in English and American Literature from Brown University and an MBA in Accounting and Finance from the Wharton School of the University of Pennsylvania.
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For More Information
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ICF Investor Relations |
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ICF board of Directors |
About ICF International
ICF International (NASDAQ:ICFI) provides professional services and technology solutions that deliver beneficial impact in areas critical to the world's future. ICF is fluent in the language of change, whether driven by markets, technology, or policy. Since 1969, we have combined a passion for our work with deep industry expertise to tackle our clients' most important challenges. We partner with clients around the globe—advising, executing, innovating—to help them define and achieve success. Our more than 4,500 employees serve government and commercial clients from more than 70 offices worldwide. ICF's website is www.icfi.com.
Caution Concerning Forward-looking Statements
Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.