false 0001362004 0001362004 2024-03-20 2024-03-20

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

(Former name or former address, if changed since last report.)

 

 

Securities registered pursuant to Section 12(b) of the Act.

 

 

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.

 

 

 

On March 20, 2024, Mr. James Morgan was granted a special retention grant in recognition of his role, performance and contributions to the Company in the amount of 4,227 restricted stock units pursuant to the Company’s Amended and Restated 2018 Omnibus Incentive Plan (the “Incentive Plan”).

 

The grant, which was approved by the Human Capital Committee (the “Committee”) of the Board of Directors of ICF International, Inc. (the “Company”) was determined by dividing $650,000 by the average closing price per share of the Company’s common stock as reported on Nasdaq for the twenty (20) trading days up to and including March 20, 2024. The restricted stock units have a three (3) year vesting term and are otherwise subject to all of the requirements of the Incentive Plan and Mr. Morgan’s execution of a Restricted Stock Unit Award Agreement (the “Agreement”).

 

The full terms of the Agreement and the Incentive Plan have previously been filed, on June 1, 2018, April 21, 2023 and March 13, 2024, respectively.

 

 

 

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.