Item 5.07. Submission of Matters to a Vote of Security Holders

(a) A total of 32,180,636 shares, or 93.46%, of the common stock issued and outstanding as of the close of business on the record date of March 3, 2022 (the "Record Date"), was represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the "Company") held on June 1, 2022 (the "Annual Meeting"). The proposals below were described in detail in the proxy statement for the Annual Meeting (the "Proxy Statement").

(b) The final voting results for the three proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1 - Elect as directors the ten nominees named in the Proxy Statement. Stockholders of record as of the close of business on the Record Date elected the ten nominees as directors of the Company by a majority of the total votes cast FOR and WITHHELD with respect to his or her election as a director at the Annual Meeting, to each serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualifies, or until his or her death, resignation, retirement or removal (whichever occurs first), as follows:



                                                                          Broker
Name                         For           Withheld        Abstain      Non-Votes
Brenda J. Bacon            30,665,494         457,967       154,980        902,195
Mark S. Bartlett           30,122,455       1,147,726         8,260        902,195
Claudio Costamagna         30,975,429         293,953         9,059        902,195
Vernon Ellis               30,920,544         349,683         8,214        902,195
Nicholas C. Fanandakis     31,168,843         101,339         8,259        902,195
Steven H. Gunby            31,007,419         262,863         8,159        902,195
Gerard E. Holthaus         30,736,088         399,142       143,211        902,195
Nicole S. Jones            31,206,975          19,282        52,184        902,195
Stephen C. Robinson        31,259,618          10,561         8,262        902,195
Laureen E. Seeger          31,063,305         207,439         7,697        902,195

Proposal No. 2 - Ratify the appointment of KPMG LLP as FTI Consulting, Inc.'s independent registered public accounting firm for the year ending December 31, 2022. A majority of votes cast by stockholders of record as of the close of business on the Record Date at the Annual Meeting voted FOR Proposal No. 2, and the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 was ratified, as follows:



   For       Against   Abstain
31,839,152   329,299   12,185

Proposal No. 3 - Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2021 as described in the Proxy Statement. The stockholders of record as of the close of business on the Record Date at the Annual Meeting voted 85.98% FOR and 14.01% AGAINST Proposal 3, as follows:

For Against Abstain Broker Non-Votes 26,883,353 4,381,822 13,266 902,195

The Company's Board of Directors and Compensation Committee value the views of the Company's stockholders and will consider the results of this advisory vote when making future decisions on named executive officer compensation.



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ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

104 The Cover Page from FTI Consulting's Current Report on Form 8-K dated June 1, 2022, formatted in Inline XBRL



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