UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8–K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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May 6,
2009
Date of
Report (Date of earliest event reported)
_____________________
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50976
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01-0666114
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File Number)
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Identification
Number)
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550
West Van Buren Street
Chicago,
Illinois
60607
(Address
of principal executive offices)
(Zip
Code)
(312)
583-8700
(Registrant’s
telephone number, including area code)
_____________________
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:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events.
On May 6, 2009, Huron Consulting
Group Inc. issued a press release announcing the results of its annual meeting
of stockholders. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated in this report as if
fully set forth herein.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1 Press
release, dated May 6, 2009
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- 1
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SIGNATURE
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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Huron
Consulting Group Inc.
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(Registrant)
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Date:
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May 6,
2009
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/s/
Gary L. Burge
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Gary
L. Burge
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Vice
President,
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Chief
Financial Officer and Treasurer
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- 2
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release, dated May 6,
2009
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EXHIBIT 99.1
[Huron Consulting Group Logo]
News
FOR IMMEDIATE RELEASE
May 6,
2009
Huron
Consulting Group Announces Results
of
Annual Meeting of Stockholders
The
Company to Reconvene Meeting on June 2, 2009 for Stockholders
to
Act on an Outstanding Proposal
CHICAGO –
May 6, 2009 – Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider of
business consulting services, announced the results of its annual meeting of
stockholders (“Annual Meeting”) held earlier today. The Company’s stockholders
approved Proposals 1 and 3 as set forth in its proxy statement dated March 26,
2009 (the “Proxy Statement”). The approved proposals were:
Proposal
1: The
election of two Class II directors: DuBose Ausley and John S.
Moody.
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Proposal 3:
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The
ratification of the appointment of PricewaterhouseCoopers LLP as the
Company’s independent auditors for the fiscal year ending December 31,
2009.
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Following
these votes, the Company adjourned its Annual Meeting without taking any action
on Proposal 2, which related to the approval of the Company’s 2004 Omnibus Stock
Plan, as amended through the second amendment to the plan (as so amended, the
“Plan”). As of May 5, approximately 6.6 million votes were cast in favor of
approving Proposal 2 and approximately 11.9 million voted against. In response
to feedback from certain of the Company’s stockholders, the Compensation
Committee is evaluating specific changes that will be presented to stockholders
in the form of an amended and restated Plan (the “Amended and Restated Plan”).
The Annual Meeting has been adjourned to allow the Company to revise Proposal 2
and to provide the Company with additional time to solicit proxies from its
stockholders on the revised proposal.
The
reconvened Annual Meeting will be held at the Company’s corporate offices
located at 550 West Van Buren Street, Chicago, Illinois 60607 on June 2, 2009 at
10:00 a.m. Central Time to approve the Amended and Restated Plan.
Only
stockholders of record at the close of business on March 10, 2009, the original
record date, remain entitled to vote at the reconvened Annual Meeting. The
Company will mail revised materials addressing the Amended and Restated Plan and
a new proxy card to its stockholders of record as of March 10, 2009, on or about
May 15, 2009. Stockholders are urged to read the revised proposal and other
relevant documents because they relate to the approval of the Amended and
Restated Plan.
Stockholders
who need proxy materials are encouraged to contact the Corporate Secretary at
312-583-8790 or corporatesecretary@huronconsultinggroup.com.
During the pendency of the adjourned meeting, stockholders are encouraged to
vote on Proposal 2. Valid proxies submitted by the Company’s stockholders prior
to the May 6, 2009 meeting will continue to be valid for purposes of the
reconvened meeting unless revoked as provided in the Proxy Statement and in the
amendment.
About
Huron Consulting Group
Huron
Consulting Group helps clients in diverse industries improve performance, comply
with complex regulations, resolve disputes, recover from distress, leverage
technology, and stimulate growth. The Company teams with its clients to deliver
sustainable and measurable results. Huron provides services to a wide variety of
both financially sound and distressed organizations, including leading academic
institutions, healthcare organizations, Fortune 500 companies, medium-sized
businesses, and the law firms that represent these various organizations. Learn
more at www.huronconsultinggroup.com.
Statements
in this press release that are not historical in nature, including those
concerning Huron Consulting Group’s current expectations about the Company’s
future results, are “forward-looking” statements as defined in Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are identified by words such
as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates”
or “continues.” These forward-looking statements reflect our current expectation
about our future results, levels of activity, performance or achievements,
including without limitation, that our business continues to grow at the current
expectations with respect to, among other factors, utilization rates, billing
rates and the number of revenue-generating professionals; that we are able to
expand our service offerings; that we successfully integrate the businesses we
acquire; and that existing market conditions, including those in the credit
markets, do not continue to deteriorate substantially. These statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results, levels of activity, performance or achievements to be materially
different from any anticipated results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Therefore, you should not place undue reliance on these forward-looking
statements. Please see “Risk Factors” in our 2008 Annual Report on
Form 10-K and in our Quarterly Report on Form 10-Q for the period ended March
31, 2009 for a complete description of the material risks we face.
Media
Contact:
Jennifer
Frost Hennagir
312-880-3260
jfrost-hennagir@huronconsultinggroup.com
Investor
Contact:
Gary L.
Burge, Chief Financial Officer
312-583-8722
investor@huronconsultinggroup.com
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