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icfi20220524_8ka.htm
Form 8-K/A date of report 05-24-22 true 0001362004 0001362004 2022-05-24 2022-05-24
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K/A
 
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 24, 2022
 
 
ICF International, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-33045
22-3661438
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
     
9300 Lee Highway, Fairfax, Virginia
  
22031
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:(703) 934-3000
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Common Stock
ICFI
NASDAQ
 
 
 
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)) 
 
 
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.
 
 
 
 
EXPLANATORY NOTE
 
This Amendment to the Current Report on Form 8-K amends the Current Report on Form 8-K of ICF International, Inc., filed with the Securities Exchange Commission (the “SEC”) on May 24, 2022 (the “Previous Current Report”), in which ICF International, Inc. (the “Company”) reported details related to its Investor Day, to be held on May 25, 2022. The Company is amending the Previous Current Report for sole purpose of amending Exhibit 99.1, to include an updated hyperlink address to register for the webcast. Item 7.01 of the Previous Current Report remains unchanged in all respects.
 
 
 
Item 7.01
Regulation FD Disclosure
 
On May 24, 2022, ICF International, Inc. (the “Company”) announced that its Investor Day will take place on Wednesday, May 25, 2022. Members of the Company’s leadership team will present and participate in panel discussions to provide further insight into its diversified portfolio and discuss the key growth catalysts in its government and commercial markets. A live audio webcast will begin at 2:30 p.m. (ET) on May 25, 2022. Instructions to participate in the webcast are contained in the press release, a copy of which is attached hereto as Exhibit 99.1.
 
 
Item 9.01 Financial Statements and Exhibits
 
(d) The following exhibit is being furnished with this Current Report on Form 8-K/A:
 
Exhibit No.
Description
 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
 
ICF International, Inc.
  
       
       
Date: May 24, 2022
By:
 /s/ James E. Daniel
  
   
James E. Daniel
Executive Vice President, General
Counsel & Secretary
  
 
 
ex_379775.htm

Exhibit 99.1

 

https://cdn.kscope.io/8b2a5a1b62e865518831cf6439eddac1-icf.jpg

 

NEWS RELEASE

 

ICF Confirms Details of the 2022 Investor Day in New York

 

FAIRFAX, Va. (May 24, 2022) — ICF (NASDAQ: ICFI), a global consulting and digital services provider, today confirms that its previously announced Investor Day will take place on Wednesday, May 25, 2022, in New York, New York. Senior management will focus their remarks on ICF’s key growth markets within its government and commercial client sets, including IT modernization/digital transformation, public health, disaster management, utility consulting, as well as climate, environment and infrastructure.

 

Analysts and institutional investors interested in attending are encouraged to contact ICF Investor Relations at icf@advisiry.com. Those investors and analysts who cannot attend this live event in person can join a simultaneous webcast that will begin at 2:30 p.m. ET on May 25, 2022. To participate, please register at this link https://icfinvestorday2022.convene.com/user-login/ and use the passcode ICF2022 at least 15 minutes prior to the live event and download and install any necessary software. An archive will be available at the above address for one month following the live event.

 

###

 

About ICF

ICF (NASDAQ:ICFI) is a global consulting services company with approximately 8,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.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; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19) and related federal, state and local government actions and reactions on the health of our staff and that of our clients, the continuity of our and our clients’ operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that 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.

 

 
 

 

Investor information contact:
Lynn Morgen, AdvisIRy Partners, lynn.morgen@advisiry.com, +1.212.750.5800

or

David Gold, AdvisIRy Partners, david.gold@advisiry.com, +1.212.750.5800

 

Company information contact:
Lauren Dyke, ICF, lauren.dyke@icf.com, +1.571.373.5577