UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2009
NAVIGANT CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-12173
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36-4094854 |
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| (State or Other
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(Commission File Number) |
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(IRS Employer |
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Identification Number) |
30 S. Wacker, Suite 3550, Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 573-5600
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On March 10, 2009, the Compensation Committee (the “Committee”) of the Company’s Board of
Directors, and the Board of Directors, with respect to Mr. Goodyear, approved the annual salaries
for 2009 and bonuses for 2008 for William M. Goodyear, Chairman and Chief Executive Officer, Julie
M. Howard, President and Chief Operating Officer, Thomas A. Nardi, Executive Vice President and
Chief Financial Officer, and Monica M. Weed, Vice President, General Counsel and Secretary. The
amounts of such salaries and cash bonuses are as follows:
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| Executive |
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2009 Salary |
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2008 Bonus |
William M. Goodyear |
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850,000 |
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$ |
900,000 |
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Julie M. Howard |
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600,000 |
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$ |
650,000 |
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Thomas A. Nardi* |
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450,000 |
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N/A |
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Monica M. Weed* |
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$ |
400,000 |
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N/A |
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* Mr. Nardi and Ms. Weed joined the Company in November 2008 and were not eligible for a bonus for
the 2008 year.
The Committee also approved grants of stock options and restricted stock, to be made as of March
16, 2009, under the Company’s 2005 Long-Term Incentive Plan, as amended, to each of the above-named
executive officers. The amount, terms and conditions of such grants are as follows:
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Shares of |
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Stock Options |
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Restricted Stock |
William M. Goodyear |
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67,693 |
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65,207 |
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Julie M. Howard |
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47,949 |
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46,189 |
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Thomas A. Nardi |
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4,231 |
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4,076 |
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Monica M. Weed |
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4,231 |
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4,076 |
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The stock
options are exercisable at $11.83 per share. The options vest at a rate of 25% per year
over the first four years of the six-year option term.
The restrictions on the shares of restricted stock lapse in four equal installments on each of the
first four anniversaries of the date of grant.