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HURN » Topics » (Name of Person(s) Filing Proxy Statement if other than Registrant)

This excerpt taken from the HURN DEFA14A filed May 15, 2009.

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:

  

 
  2)  Aggregate number of securities to which transaction applies:

  

 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  

 
  4)  Proposed maximum aggregate value of transaction:

  

 
  5)  Total fee paid:

  

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:

  

 
  2)  Form, Schedule or Registration Statement No.:

  

 
  3)  Filing Party:

  

 
  4)  Date Filed:

  

 

LOGO

This excerpt taken from the HURN DEFA14A filed May 6, 2009.

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x   No fee required.

 

¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

 

  1)   Title of each class of securities to which transaction applies:

  

 
  2)   Aggregate number of securities to which transaction applies:

  

 
  3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  

 
  4)   Proposed maximum aggregate value of transaction:

  

 
  5)   Total fee paid:

  

 

 

¨   Fee paid previously with preliminary materials.

 

¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)   Amount Previously Paid:

 

  

 
  2)   Form, Schedule or Registration Statement No.:

 

  

 
  3)   Filing Party:

 

  

 
  4)   Date Filed:

 

  

 

 

LOGO

This excerpt taken from the HURN DEF 14A filed Mar 26, 2009.

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:

  

 
  2)  Aggregate number of securities to which transaction applies:

  

 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  

 
  4)  Proposed maximum aggregate value of transaction:

  

 
  5)  Total fee paid:

  

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:

  

 
  2)  Form, Schedule or Registration Statement No.:

  

 
  3)  Filing Party:

  

 
  4)  Date Filed:

  

 

Table of Contents

LOGO

550 West Van Buren Street

Chicago, IL 60607

This excerpt taken from the HURN DEF 14A filed Mar 24, 2008.

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:

  

 
  2)  Aggregate number of securities to which transaction applies:

  

 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  

 
  4)  Proposed maximum aggregate value of transaction:

  

 
  5)  Total fee paid:

  

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:

  

 
  2)  Form, Schedule or Registration Statement No.:

  

 
  3)  Filing Party:

  

 
  4)  Date Filed:

  

 

Table of Contents

LOGO

550 West Van Buren Street

Chicago, IL 60607

This excerpt taken from the HURN DEF 14A filed Mar 23, 2007.

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:
 
  2)  Aggregate number of securities to which transaction applies:
 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
  4)  Proposed maximum aggregate value of transaction:
 
  5)  Total fee paid:
 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:
 
  2)  Form, Schedule or Registration Statement No.:
 
  3)  Filing Party:
 
  4)  Date Filed:
 

Table of Contents

LOGO

550 W. Van Buren Street

Chicago, IL 60607

This excerpt taken from the HURN DEFA14A filed Apr 27, 2006.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which the transaction applies:

 

 
  (2) Aggregate number of securities to which the transaction applies:

 

 
  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  (4) Proposed maximum aggregate value of the transaction:

 

 
  (5) Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 
  (2) Form, Schedule or Registration Statement No.:

 

 
  (3) Filing Party:

 

 
  (4) Date Filed:

 

 

LOGO

 

   April 26, 2006
   To Huron Shareholders:

 

BOSTON

CHARLOTTE

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

SAN FRANCISCO

WASHINGTON DC

   

As you may have seen Institutional Shareholder Services (ISS) has recently issued a report on Huron Consulting Group Inc. in which it recommended that shareholders vote against our recommendation to increase the shares available under our 2004 Omnibus Stock Plan (the “Incentive Plan”) by 2.1 million shares.

 

As we understand it, the ISS Shareholder Value Transfer (SVT) calculation is meant to assess the total shareholder value being transferred to executive officers and employees in the form of equity compensation. While we understand the mechanics of the calculation, the calculation only focuses on equity compensation, which we believe should not be looked at in isolation. Huron’s total compensation package for executive officers and the majority of its managing directors (the individuals who produce the bulk of our revenues) has both cash and equity components and the equity component of compensation is a key management tool that we use to both attract and retain these key executive officers and managing directors. We are aware that equity compensation is not a significant element of the total compensation package of most of our competitors in the professional services industry, so to compare the equity component of compensation to a broad industry benchmark that includes non-professional services and that includes primarily companies that do not use equity as a key management tool is at best unhelpful to you in determining how to vote on our proposal to increase the number of shares under our Incentive Plan.

 

We also note that the ISS SVT calculation includes stock option and restricted share awards that were granted at or before our initial public offering of shares in October of 2004. Those grants were fully disclosed to our investors in our prospectus. Also, the ISS inclusion of restricted share grants in both the numerator and denominator of the SVT calculation “double counts” those restricted shares, since those restricted shares are already included in the total shares outstanding number as of December 31, 2005. The attached schedules show the ISS calculation (Calculation A), an alternative calculation we made, which eliminates the restricted share grants from the numerator in the ISS calculation (Calculation B), and a third calculation we prepared, which eliminates both the restricted share grants and the pre-IPO stock option grants from the numerator in the ISS calculation (Calculation C), which we think is the future dilution calculation that shareholders would want to pay the most attention to.

 

In deciding whether to approve our proposal to increase the shares available for issuance under our Incentive Plan, we urge you to review our calculations and consider the importance of equity as a management tool in growing our business and incentivizing our key revenue producers to maximize shareholder value.

 

Please feel free to call me or our CFO Gary Burge (312) 583-8733 if you have any questions.

 

Sincerely,

 

/s/ Gary Holdren

Gary Holdren

Chairman and Chief Executive Officer

(312) 583-8710

  

550 W. Van Buren J Street

Chicago, IL 60607

P 312-583-8700        F 312-583-8701

www.huronconsultinggroup.com

This excerpt taken from the HURN DEFA14A filed Apr 25, 2006.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which the transaction applies:

 

 
  (2) Aggregate number of securities to which the transaction applies:

 

 
  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  (4) Proposed maximum aggregate value of the transaction:

 

 
  (5) Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 
  (2) Form, Schedule or Registration Statement No.:

 

 
  (3) Filing Party:

 

 
  (4) Date Filed:

 

 

LOGO

     

550 West Van Buren Street

 

Chicago, Illinois 60607

 

P 312-583-8700

 

F 312-583-8701

 

MEMO

 

 

 

To

   

All Huron Consulting Group Employees

 

 

From    

   

Natalia Delgado

 

 

Re:

   

Upcoming Annual Meeting of Shareholders

 

 

Date

   

April 24, 2006

 

 

We have heard that some of our employees have not received their Huron proxy materials. If you have not received your proxy materials or if you disposed of your proxy materials without voting your Huron shares, you may still vote your shares by phone by calling 1-800-474-7485 or on the internet at www.proxyvote.com. You will need the control number indicated on your proxy materials to place your vote by phone or via the internet. The control number is a 12-digit number in a box with an arrow pointed to it on the proxy card. If you have discarded your proxy materials or do not receive them by Wednesday, April 26, please send an e-mail to the Stock Plans mailbox. We will contact UBS and ask them to resend the control number to you.

At this point, as the annual meeting is next Tuesday, it is better if you vote by phone or on the internet.

Please vote!

Natalia Delgado

General Counsel and Corporate Secretary

Huron Consulting Group

550 West Van Buren Street

Chicago, Illinois 60607

Phone: (312) 880-3141

Fax: (312) 880-3250

ndelgado@huronconsultinggroup.com

www.huronconsultinggroup.com

This excerpt taken from the HURN DEFA14A filed Apr 25, 2006.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)   Title of each class of securities to which the transaction applies:

 

 
  (2)   Aggregate number of securities to which the transaction applies:

 

 
  (3)   Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  (4)   Proposed maximum aggregate value of the transaction:

 

 
  (5)   Total fee paid:

 

 

 

¨   Fee paid previously with preliminary materials.

 

¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)   Amount Previously Paid:

 

 
  (2)   Form, Schedule or Registration Statement No.:

 

 
  (3)   Filing Party:

 

 
  (4)   Date Filed:

 

 

LOGO

 

 

 

   April 24, 2006
   Ms. Katelyn Pascuzzi
   Fidelity Management & Research
   Investment Proxy Research
   19 Congress Street, C8A
   Boston, MA 02109

BOSTON

CHARLOTTE

      

CHICAGO

    Re:    Huron Consulting Group Inc.

HOUSTON

LOS ANGELES

      

NEW YORK

    Dear Kate:

SAN FRANCISCO

      

WASHINGTON DC

   

Thank you for taking the time to speak with us last Thursday regarding our proposed amendments to the Huron Consulting Group Inc. 2004 Omnibus Stock Plan (the “Plan”) to increase the number of shares Huron is authorized to issue under the Plan.

  

We want to advise you that in 2006 Huron’s management will recommend to Huron’s board of directors and its compensation committee that the following changes be made to the Plan:

     

1.      That all future awards to non-employee directors be administered by an independent committee of the board of directors rather than the full board of directors;

     

2.      That all stock options granted under the plan in the future will not be granted at an exercise price of less than 100% of the fair market value of Huron’s common stock. (We also wanted to advise you that the exercise price of the options that Huron has granted to date have all had an exercise price of fair market value at the time of grant);

     

3.      That subject to a deminimis exception no greater than 5% in the aggregate, (i) future retention-based awards will have a minimum vesting period of at least 3 years; (ii) all performance-based awards will have a minimum vesting period of at least 1 year; and (iii) the compensation committee of Huron’s board of directors will not be able to waive these vesting provisions except in the event of death, disability, termination or retirement of the recipient or a change in control of Huron. The compensation committee is likely to want the flexibility of accelerating equity in connection with termination in lieu of cash payments; and

550 W. Van Buren Street

Chicago, IL 60607

P 312-583-8700    F 312-583-8701

This excerpt taken from the HURN DEF 14A filed Apr 3, 2006.

(Name of Person(s) Filing Proxy Statement if other than Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1)  Title of each class of securities to which transaction applies:

 

 
  2)  Aggregate number of securities to which transaction applies:

 

 
  3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  4)  Proposed maximum aggregate value of transaction:

 

 
  5)  Total fee paid:

 

 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1)  Amount Previously Paid:

 

 
  2)  Form, Schedule or Registration Statement No.:

 

 
  3)  Filing Party:

 

 
  4)  Date Filed:

 

 

Table of Contents

LOGO

 

550 W. Van Buren Street

Chicago, IL 60607

 

EXCERPTS ON THIS PAGE:

DEFA14A
May 15, 2009
DEFA14A
May 6, 2009
DEF 14A
Mar 26, 2009
DEF 14A
Mar 24, 2008
DEF 14A
Mar 23, 2007
DEFA14A
Apr 27, 2006
DEFA14A
Apr 25, 2006
DEFA14A
Apr 25, 2006
DEF 14A
Apr 3, 2006

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