FCN » Topics » TABLE OF CONTENTS

This excerpt taken from the FCN DEF 14A filed Apr 23, 2009.

TABLE OF CONTENTS

Page
Proxy Statement for Annual Meeting 1
Information About the 2008 Annual Meeting and Voting 2
Additional Information 7
Proposals to be Presented at the Annual Meeting 8
     Proposal No. 1 — Elect as Class I Directors the Two Nominees Named in the Proxy Statement 8
     Proposal No. 2 — Approve the Amendment and Restatement of the FTI Consulting, Inc.
          Deferred Compensation Plan for Key Employees and Non-Employee Directors
          (to be Renamed the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan) 9
     Proposal No. 3 — Ratify the Retention of KPMG LLP as FTI Consulting, Inc.’s Independent
          Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2009 22
Information About the Board of Directors and Committees 22
     Independence of Directors 22
     Information About the Nominees for Class I Director and the Other Directors 24
     Director Attendance at Meetings 28
     Committees of the Board of Directors 29
     Nominating and Corporate Governance Committee – Director Nomination Process 33
     Compensation of Non-Employee Directors and Stock Ownership Guidelines 34
Corporate Governance 38
     Governance Principles 38
     Presiding Director 39
     Code of Conduct 39
     Stockholder Nominees for Director 39
     Communications with Non-Management Directors 40
Security Ownership of Certain Beneficial Owners and Management 40
Executive Officers and Compensation 44
     Executive and Key Officers 44
     Compensation Discussion and Analysis 46
     Compensation Committee Report 60
     Summary Compensation Table 61
     Equity Compensation Plans 64
     Employment Agreements and Potential Termination and Change in Control Payments 73
Certain Relationships and Related Party Transactions 94
Report of the Audit Committee of the Board of Directors 95
Principal Accountant Fees and Services 97
Section 16(a) Beneficial Ownership Reporting Compliance 97
Proposals for the 2010 Annual Meeting 98
Appendix A — 2009 Omnibus Incentive Compensation Plan A-1
Appendix B — Charter of the Audit Committee of the Board of Directors
     [as Amended and Restated Effective March 31, 2009] B-1




777 South Flagler Drive
Phillips Point
Suite 1500 West Tower
West Palm Beach, Florida 33401
(561) 515-1900

April 23, 2009

This excerpt taken from the FCN DEF 14A filed Apr 11, 2007.

TABLE OF CONTENTS

       Page
Proxy Statement for Annual Meeting 1
Information About the 2007 Annual Meeting and Voting 2
     Additional Information 5
Proposals to be Presented at the Annual Meeting 6
     Proposal No. 1 — Election of Four Class II Directors 6
     Proposal No. 2 — Ratify the Appointment of KPMG LLP as FTI Consulting, Inc.’s Independent  
          Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2007 7
Information About the Board of Directors and Committees 8
     Independence of Directors 8
     Information About the Nominees for Class II Director and the Other Directors 9
     Director Attendance at Meetings 14
     Committees of the Board 14
     Nominating and Corporate Governance Committee – Director Nomination Process 19
     Compensation of Non-Employee Directors and Stock Ownership Guidelines 21
Corporate Governance 24
     Governance Principles 24
     Presiding Director 24
     Code of Conduct 25
     Stockholder Nominees for Director 25
     Communications with Non-Management Directors 26
Security Ownership of Certain Beneficial Owners and Management 26
Executive Officers and Compensation 30
     Executive Officers 30
     Compensation Discussion and Analysis 32
     Compensation Committee Report 45
     Summary Compensation Table 46
     Equity Compensation Plans 48
     Employment Agreements and Potential Termination and Change in Control Payments 54
     2006 Amendments to 2004 Long-Term Incentive Plan and 2006 Global Long-Term Incentive Plan 70
     Certain Relationships and Related Party Transactions 71
Report of the Audit Committee of the Board of Directors 71
Principal Accountant Fees and Services 73
Section 16(a) Beneficial Ownership Reporting Compliance 75
Proposals for the 2008 Annual Meeting 75
Appendix A — Charter of Audit Committee A-1
Appendix B — Charter of the Compensation Committee B-1
Appendix C — Charter of the Nominating and Corporate Governance Committee C-1


This excerpt taken from the FCN DEF 14A filed Apr 28, 2006.

TABLE OF CONTENTS

     Page 
Proxy Statement for Annual Meeting    1 
Information About the 2006 Annual Meeting and Voting  2 
Proposals to be Presented at the Annual Meeting    6 
Proposal No. 1 — Election of Three Class I Directors    6 
Proposal No. 2 — Approve and adopt the FTI Consulting, Inc. 2006   
       Global Long-Term Incentive Plan    8 
Proposal No. 3 — Approve and adopt the FTI Consulting, Inc. Deferred Compensation Plan for Key   
       Employees and Non-Employee Directors    17 
Proposal No. 4 — Approve and adopt the FTI Consulting, Inc. 2007   
       Employee Stock Purchase Plan    22 
Proposal No. 5 — Approve adoption and amendment of the FTI Consulting, Inc.   
       Incentive Compensation Plan    28 
Proposal No. 6 — Ratify the appointment of KPMG LLP to serve as FTI Consulting, Inc.’s independent     
       registered public accounting firm for its fiscal year ending December 31, 2006  31 
Stock Ownership    32 
Information About the Board of Directors and Committees  35 
Corporate Governance    48 
Executive Officers and Compensation    51 
Compensation Committee Report on Executive Compensation  63 
Compensation Committee Interlocks and Insider Participation  67 
Performance Graph    67 
Audit Committee Report    69 
Principal Accountants Fees and Services     70 
Section 16(a) Beneficial Ownership Reporting Compliance  71 
Proposals for the 2007 Annual Meeting    71 
 
Appendix A — FTI Consulting, Inc. 2006 Global Long-Term Incentive Plan  A-1 
Appendix B — FTI Consulting, Inc. Deferred Compensation Plan for Key   
       Employees and Non-Employee Directors    B-1 
Appendix C — FTI Consulting, Inc. 2007 Employee Stock Purchase Plan  C-1 
Appendix D — FTI Consulting, Inc. Incentive Compensation Plan  D-1 


This excerpt taken from the FCN DEF 14A filed Apr 7, 2005.

TABLE OF CONTENTS

 
          Page    
Proxy Statement for Annual Meeting
          1    
Information About the 2005 Annual Meeting and Voting
          1    
Proposals to be Presented at the Annual Meeting
          5    
Proposal 1. — Election of Three Class III Directors
          5    
Proposal 2. — Approve and Adopt an Amendment to the FTI Consulting, Inc.
Employee Stock Purchase Plan, as Amended, to Increase the Number of Shares Authorized by 250,000 Shares of Common Stock
          6    
Proposal 3. — Ratify the Appointment of Ernst & Young LLP as FTI Consulting, Inc.’s Independent Auditors for the Fiscal Year Ending December 31, 2005
          9    
Stock Ownership
          10    
Information About the Board of Directors and Committees
          12    
Corporate Governance
          21    
Executive Officers and Compensation
          24    
Compensation Committee Report on Executive Compensation
          39    
Compensation Committee Interlocks and Insider Participation
          42    
Performance Graph
          43    
Audit Committee Report
          44    
Auditor Services
          46    
Section 16(a) Beneficial Ownership Reporting Compliance
          46    
Proposals for the 2006 Annual Meeting
          47    
Appendix A — FTI Consulting, Inc. Employee Stock Purchase Plan, as Amended
          A-1    
Appendix B — Charter of Audit Committee of the Board of Directors, as Amended and
Restated Effective as of February 15, 2005
          B-1    
Appendix C — Charter of Nominating and Corporate Governance Committee of the
Board of Directors, as Amended and Restated Effective as of September 17, 2005
          C-1    
Appendix D — Charter of Compensation Committee of the Board of Directors, as Amended and Restated Effective as of September 17, 2005
          D-1    
 


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