UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Navigant Consulting, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-12173		36-4094854
(Commission File Number)		(I.R.S. Employer Identification No.)
30 South Wacker Drive, Suite 3550, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 573-5600
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

	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 April 25, 2011, Navigant Consulting, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders. At the meeting, the Company’s shareholders voted on four proposals and cast their votes as follows:

														Broker
		For				Against				Abstain				Non Votes
Proposal 1: Election of Directors
William M. Goodyear			40,098,097				4,825,156				9,463				3,487,448
Stephan A. James			39,899,154				5,004,423				29,139				3,487,448
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2011			47,961,124				435,523				23,517				—
Proposal 3: Advisory vote on executive compensation			20,131,218				24,772,611				28,887				3,487,448

Proposal 4: Advisory vote on the frequency of the shareholder vote on executive compensation

														Broker
1 Year		2 Years				3 Years				Abstain				Non Votes
41,054,182			36,291				3,813,415				28,828				3,487,448

     In light of the voting results, the Company has decided to include the advisory shareholder vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of the shareholder vote on executive compensation.

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.