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icfi20230605_8k.htm
false 0001362004 0001362004 2023-06-01 2023-06-01
 
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): June 1, 2023
 
 
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)
     
1902 Reston Metro Plaza, Reston, Virginia
  
20190
(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.
 
 
 
 
Item 5.07          Submission of Matters to a Vote of Security Holders
 
The 2023 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Thursday, June 1, 2023.
 
Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each such matter.
 
 
1.
Election of three (3) directors to serve for a term expiring at the Company’s annual meeting in 2026:
 
Name
Votes For
Votes
Withheld
Abstain
Broker Non-
Votes1
Total
Marilyn Crouther
16,061,752
469,609
10,294
1,157,600
17,699,255
Michael J. Van Handel
15,593,127
940,991
7,537
1,157,600
17,699,255
Dr. Michelle A. Williams
16,248,260
264,102
29,293
1,157,600
17,699,255
 
 
 
2.
Vote to approve the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan:
 
For  Against Abstain Broker Non-Votes1 Total
15,073,954 1,458,661 9,040 1,157,600 17,699,255
                                                      
 
 
3.
Advisory vote on the executive compensation of the named executive officers:
 
For Against Abstain Broker Non-Votes1 Total
15,490,741 1,049,017 1,897 1,157,600 17,699,255
                                                  
                                                
 
4.
Advisory vote on the frequency of executive compensation of the named executive officers:
 
Votes For Votes For Votes For Votes Abstained Broker Non-Votes1 Total
1 Year 2 Years 3 Years      
15,310,877 1,667  1,220,958 8,153 1,157,600 17,699,255
                   
                         
 
5.
Vote to approve the amended and restated certificate of incorporation to limit the liability of certain officers of ICF:
 
For Against Abstain Broker Non-Votes1   Total
12,284,444 4,249,170 8,041 1,157,600 17,699,255
                                                     
                                               
 
6.
Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for the 2023 fiscal year:
 
For Against  Abstain Broker Non-Votes Total
17,186,425 506,175 6,655 0 17,699,255
                 
 
 
1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds.  Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting
                                            
 
 
 
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: June 5, 2023
By:
/s/  James E. Daniel
James E. Daniel
Executive Vice President