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

(a) A total of 31,401,861 shares, or 91.77%, of the common stock issued and outstanding as of the close of business on the record date of March 4, 2021 (the "Record Date"), was represented by proxy at the annual meeting of the stockholders of FTI Consulting, Inc. (the "Company") held on June 2, 2021 (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 eight nominees named in the Proxy
Statement. Stockholders of record as of the close of business on the Record Date
elected the eight 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            28,032,337       1,959,513       36,961       1,373,050
Mark S. Bartlett           28,990,729       1,026,669       11,413       1,373,050
Claudio Costamagna         29,915,480          97,983       15,348       1,373,050
Vernon Ellis               29,653,857         358,198       16,756       1,373,050
Nicholas C. Fanandakis     29,932,098          82,592       14,121       1,373,050
Steven H. Gunby            29,734,840         282,558       11,413       1,373,050
Gerard E. Holthaus         29,574,790         375,727       78,294       1,373,050
Laureen E. Seeger          29,665,618         348,091       15,102       1,373,050

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, 2021. 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, 2021 was ratified, as follows:





   For       Against   Abstain
31,255,834   129,906   16,121

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, 2020, as described in the Proxy Statement for the 2021 annual meeting of stockholders. The stockholders of record as of the close of business on the Record Date at the Annual Meeting voted 97.8% FOR and 2.2% AGAINST Proposal 3, as follows:





   For       Against   Abstain   Broker Non-Votes
29,362,446   645,463   20,902       1,373,050

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.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

104 The Cover Page from the Company's Current Report on Form 8-K dated June 2, 2021, formatted in Inline XBRL





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