DEF: FTI Consulting Sets Annual Meeting for June 3, 2026

FTI Consulting has announced its 2026 Annual Meeting of Shareholders will be held on June 3, 2026, to vote on director elections, auditor ratification, and executive compensation.

Summary

• FTI Consulting, Inc. is holding its Annual Meeting of Shareholders on June 3, 2026, at its principal executive office in Washington, D.C.
• Shareholders of record as of March 5, 2026, are entitled to vote.
• The meeting agenda includes the election of eight director nominees, ratification of KPMG LLP as the independent registered public accounting firm for 2026, and an advisory vote to approve the compensation of named executive officers for 2025.
• The Board of Directors recommends a vote FOR all proposals.
• Shareholders can vote by mail, telephone, or internet, or in person at the meeting.
• Advance registration is required for in-person attendance by May 13, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, highlighting consistent growth and strong governance practices, while noting the standard procedural aspects of an annual shareholder meeting.

Positives

• The company is holding its annual meeting as scheduled, indicating operational stability.
• The Board of Directors has a clear slate of nominees with diverse experience.
• Shareholders are being asked to ratify KPMG LLP, a long-standing auditor, suggesting continuity in financial oversight.
• The company has a robust shareholder engagement program, with positive feedback on executive compensation from previous years.
• The company highlights strong corporate governance practices, including independent directors and committee structures.
• FTI Consulting reported record revenues, EPS, and Adjusted EPS in 2025, with eight and eleven consecutive years of growth, respectively.

Negatives

• One director, Mark S. Bartlett, will not be renominated due to reaching the age of 75, leading to a reduction in board size from nine to eight directors.

Risks

• The filing notes that forward-looking statements involve substantial uncertainties and risks, and actual results could differ materially.
• Risks and uncertainties that could cause actual results to differ significantly from expectations are described in the company's Form 10-K for the year ended December 31, 2025.

Future Outlook

The company's strategy for sustainable growth is focused on attracting, developing, promoting, and retaining talented professionals, investing in key growth areas, leveraging investments for profitable growth, evaluating opportunistic acquisitions, maintaining a strong balance sheet, and creating an inclusive culture. The company reported record revenues and Adjusted EPS in 2025, marking significant consecutive years of growth.

Management Comments

• "Whether or not you attend the Annual Meeting in person, your vote is important to us."
• "We believe that if we continue to have the confidence to not overreact to short-term factors, over the medium and long term, we can build businesses that great people want to be a part of."
• "Our Board believes that Mr. Gunby is in the best position to mentor his CEO successor if he serves as Chairman of the Board so that the NCGSR Committee and Board can determine the best time for the Company to transition the CEO role to Mr. Gunbys successor, while retaining Mr. Gunbys expertise and leadership as Executive Chairman of the Board for at least the length of the employment agreement."

Industry Context

StockSavvy.ai notes that FTI Consulting's focus on organic growth and disciplined capital allocation aligns with trends in the professional services industry, where talent retention and strategic investment are key differentiators. The company's emphasis on ESG initiatives also reflects growing investor and stakeholder expectations.

Management Changes

Corporate Governance

Related Party Transactions

• FTI Consulting provided consulting and advisory services to BlackRock, Inc. and its affiliates, generating $9,629,833 in revenue during 2025.
• FTI Consulting provided consulting and advisory services to The Vanguard Group, Inc. and its affiliates, generating $2,066,993 in revenue during 2025.

Stakeholder Impact

• Shareholders will vote on key matters affecting the company's leadership and oversight.
• Employees will continue to be subject to the company's Code of Ethics and Business Conduct.
• The company's commitment to attracting and retaining talent is highlighted as a key strategy, impacting employees' career development and work environment.

Next Steps

• Shareholders are encouraged to vote their shares by telephone, internet, or mail.
• Shareholders planning to attend the meeting in person must register in advance by May 13, 2026.
• The Board and its committees will continue to review and assess board composition and governance practices.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting. While the company reported strong financial performance in 2025, the document itself does not contain new material information that would warrant a buy or sell recommendation. The focus is on governance and procedural matters.

Keywords

FTI Consulting, DEF 14A, Proxy Statement, Annual Meeting, Shareholder Meeting, Director Election, KPMG LLP, Executive Compensation, Corporate Governance, FTI Consulting Inc.