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8-K filed June 5, 2023, 7:59 PM ET ticker ICFI CIK 0001362004

other confidence high sentiment neutral materiality 0.15

ICF International shareholders approve all proposals at 2023 annual meeting

ICF International, Inc.

Elected three directors: Marilyn Crouther, Michael J. Van Handel, Dr. Michelle A. Williams; each received over 15.5M votes for.
Approved Amended and Restated 2018 Omnibus Incentive Plan with 15.07M for vs 1.46M against.
Advisory vote on executive compensation (say-on-pay) passed with 15.49M for; frequency favored 1 year with 15.31M votes.
Amended certificate of incorporation to limit officer liability approved with 12.28M for vs 4.25M against.
Grant Thornton LLP ratified as independent auditor for fiscal 2023 with 17.19M for.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Advisory vote on the frequency of executive compensation of the named executive officers at the 2023-06-01 meeting.

Proposal: say on pay frequency
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Advisory vote on the frequency of executive compensation of the named executive officers: Votes For Votes For Votes For Votes Abstained Broker Non-Votes 1 Total 1 Year 2 Years 3 Years 15,310,877 1,667 1,220,958 8,153 1,157,600 17,699,255

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Advisory vote on the executive compensation of the named executive officers at the 2023-06-01 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Advisory vote on the executive compensation of the named executive officers: For Against Abstain Broker Non-Votes 1 Total 15,490,741 1,049,017 1,897 1,157,600 17,699,255

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Election of three (3) directors to serve for a term expiring at the Company’s annual meeting in 2026 at the 2023-06-01 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Election of three (3) directors to serve for a term expiring at the Company’s annual meeting in 2026: Name Votes For Votes Withheld Abstain Broker Non- Votes 1 Total Marilyn Crouther 16,061,752 469,609 10,294 1,157,600 17,699,255 Michael J. Van Handel 15,593,127 940,991 7,537 1,157,600 17,699,255 Dr. Michelle A. Williams 16,248,260 264,102 29,293 1,157,600 17,699,255

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Vote to approve the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan at the 2023-06-01 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Vote to approve the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan: For Against Abstain Broker Non-Votes 1 Total 15,073,954 1,458,661 9,040 1,157,600 17,699,255

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for the 2023 fiscal year at the 2023-06-01 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for the 2023 fiscal year: For Against Abstain Broker Non-Votes Total 17,186,425 506,175 6,655 0 17,699,255

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ICF International, Inc. shareholders approved Vote to approve the amended and restated certificate of incorporation to limit the liability of certain officers of ICF at the 2023-06-01 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-01

Exact text from the filing

Vote to approve the amended and restated certificate of incorporation to limit the liability of certain officers of ICF: For Against Abstain Broker Non-Votes 1 Total 12,284,444 4,249,170 8,041 1,157,600 17,699,255

View on SEC.gov

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ICF International, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-23-016630

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