UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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): May 18, 2011

 

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (617) 425-3000

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07.    Submission of Matters to a Vote of Security Holders

 

On May 18, 2011, we held a special meeting in lieu of annual meeting of shareholders. A total of 10,847,493 shares of our common stock were outstanding as of March 18, 2011, the record date for the special meeting. Set forth below are the matters acted upon at the special meeting and the final voting results on each matter as reported by our inspector of elections.

 

Proposal One: Election of Directors

 

Our shareholders elected Rowland T. Moriarty and William F. Concannon as members of our board of directors as Class I directors for a three-year term. The results of the vote were as follows:

 

Nominee		For		Withheld		Broker Non-Votes
Rowland T. Moriarty		9,867,908		192,926		236,838
William F. Concannon		9,633,140		427,694		236,838

 

Proposal Two: Approval of Executive Compensation

 

Our shareholders voted to approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement filed in connection with the special meeting pursuant to Item 402 of Regulation S-K. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
9,396,408		608,821		55,605		236,838

 

Proposal Three: Frequency of Advisory Shareholder Votes on Executive Compensation

 

Our shareholders voted to approve, on an advisory basis, every year as the preferred frequency of our holding advisory shareholder votes to approve the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K. The results of the vote were as follows:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
9,424,104		3,450		569,510		63,770		236,838

 

Based on these results and consistent with a majority of votes cast with respect to this matter, our board of directors has decided to hold advisory shareholder votes to approve the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K every year until the next required vote on the frequency of such advisory votes.

 

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Proposal Four: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2011

 

Our shareholders ratified our selection of KPMG LLP as our independent registered public accountants for our fiscal year ending December 31, 2011. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
10,291,633		3,219		2,820		0

 

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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.

 

 

	CRA INTERNATIONAL, INC.
Dated: May 20, 2011	By:	/s/ Wayne D. Mackie
		Wayne D. Mackie
		Executive Vice President, Treasurer, and
		Chief Financial Officer

 

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