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): May 2, 2024
The Hackett Group, Inc.
(Exact name of registrant as specified in its charter)
FLORIDA | 333-48123 | 65-0750100 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1001 Brickell Bay Drive, Suite 3000 Miami, Florida | 33131 | |
(Address of principal executive offices) | (Zip Code) |
(305) 375-8005
(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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.001 per share | HCKT | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2024, The Hackett Group, Inc. (the “Company”) issued a press release setting forth its consolidated financial results for the first fiscal quarter ended March 29, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.
The information contained in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Shareholders of the Company was held on May 2, 2024. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Proposal 1 - Election of Director. The shareholders of the Company elected the director nominee named below to serve until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. The following is a breakdown of the voting results:
BROKER | |||||||||
DIRECTOR | FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
Maria A. Bofill | 21,227,735 | 1,706,559 | 13,558 | 1,662,428 | |||||
BROKER | |||||||||
DIRECTOR | FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
David N. Dungan | 21,106,010 | 1,810,310 | 31,532 | 1,662,428 | |||||
BROKER | |||||||||
DIRECTOR | FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
Richard N. Hamlin | 16,896,269 | 6,020,031 | 31,552 | 1,662,428 | |||||
Proposal 2 – Amendment to the Company’s 1998 Stock Option and Incentive Plan. The shareholders of the Company approved an amendment to the Company’s 1998 Stock Option and Incentive Plan (the “Plan”) to (i) increase the sublimit under the Plan for the issuance of restricted stock and restricted stock units by 1,200,000 shares, and (ii) increase the total number of shares authorized for issuance under the Plan by 1,200,000 shares. The following is a breakdown of the voting results:
BROKER | ||||||
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
22,545,974 | 359,916 | 41,962 | 1,662,428 |
Proposal 3 – Advisory Vote on Executive Officer Compensation. The shareholders of the Company approved an advisory vote on executive officer compensation. The following is a breakdown of the voting results:
BROKER | ||||||
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
22,671,861 | 260,616 | 15,375 | 1,662,428 |
Proposal 4 – Appointment of RSM US LLP as Independent Auditor. The shareholders of the Company ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2024. The following is a breakdown of the voting results:
BROKER | ||||||
FOR | AGAINST | ABSTAIN | NON-VOTES | |||
24,162,844 | 415,815 | 31,621 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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.
THE HACKETT GROUP, INC. | ||||||
Date: May 7, 2024 | By: | /s/ Robert A. Ramirez | ||||
Robert A. Ramirez | ||||||
Executive Vice President, Finance and Chief Financial Officer | ||||||