ICF International, Inc. — fact timeline

ICF International, Inc. shareholders approved Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for fiscal year 2026 at the 2026-06-02 meeting.

“Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for fiscal year 2026”

ICF International, Inc. shareholders approved Approve the ICF International, Inc. 2026 Omnibus Incentive Plan at the 2026-06-02 meeting.

“Approve the ICF International, Inc. 2026 Omnibus Incentive Plan”

ICF International, Inc. shareholders approved Advisory vote on the executive compensation of the named executive officers at the 2026-06-02 meeting.

“Advisory vote on the executive compensation of the named executive officers”

ICF International, Inc. shareholders approved Election of three directors to serve for a term expiring at the Company's annual meeting in 2029 at the 2026-06-02 meeting.

“Election of three (3) directors to serve for a term expiring at the Company's annual meeting in 2029”

ICF International, Inc. reported first quarter ended March 31, 2026 results: revenue $437.5 million, net income $20.5 million, EPS $1.12 per diluted share. Guidance reaffirmed.

“in Q2 and the Remainder in H2― ―Revenues From Federal Government Clients Increased 9% Sequentially― ―Delivered Strong Margin Performance― First Quarter Highlights: • Revenue Was $438 Million • Net Income Was $20.5 Million; GAAP EPS Was $1.12 Inclusive of $0.07 Unfavorable Tax Item • Non-GAAP EPS 1 Was $1.50 Inclusive of $0.09 Unfavorable Tax Item • EBITDA 1 Was $47.3”

ICF International, Inc. amended Amended and Restated Credit Agreement with PNC Bank, National Association as administrative agent, BOFA Securities, Inc., and Wells Fargo Securities, LLC as the joint lead arrangers valued at $600.0 million revolving credit facility (effective 2026-04-10).

“On April 10, 2026, ICF International, Inc. (the “Company” or “ICF”) and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly, the “Borrowers”), entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with PNC Bank, National Association as administrative agent, BOFA Securities, Inc., and Wells Fargo Securities, LLC as the joint lead arrangers, certain other financial institutions as lenders, and certain guarantors party thereto.”

Caroline Angoorly was appointed as Director at ICF International, Inc..

“On March 6, 2025, the Board of Directors (the “Board”) of ICF International, Inc. (the “Company”) increased the size of the Company’s Board from seven (7) to eight (8) members and announced the appointment of Ms. Caroline Angoorly to the Board.”

ICF International, Inc. updated its the first quarter ended March 31, 2024 guidance (reaffirmed).

“On May 2, 2024, ICF International, Inc. (the "Company") announced its financial results for the first quarter ended March 31, 2024.”

ICF International, Inc. reported financial results for the fourth quarter and full year ended December 31, 2023.

“On February 27, 2024, ICF International, Inc. (the “Company”) announced its financial results for the fourth quarter and full year ended December 31, 2023.”

Mark Lee resigned as Executive Vice President at ICF International, Inc..

“On December 4, 2023, ICF International, Inc. (the “Company”) announced that Mr. Mark Lee, Executive Vice President of ICF International, Inc., would be leaving the Company to pursue other opportunities.”

ICF International, Inc. reported the third quarter ended September 30, 2023 results: revenue $501.5 million, net income $23.7 million, EPS $1.25 per share. Guidance raised.

“ICF Reports Third Quarter 2023 Results — Strong Revenue Growth Across Major Markets — — New Business Pipeline at $9.8 Billion After Record Q3 Contract Awards — — Raising GAAP and Non-GAAP EPS Guidance to Reflect Lower Tax Rate — • Revenue Was $502 Million, Up 7% • Net Income Was $24 Million, Up 24%; Diluted EPS Was $1.25, Up 24%”

ICF International, Inc.: Amended bylaws to incorporate SEC Rule 14a-19 guidelines and DGCL updates regarding shareholder lists, meeting adjournments, emergency bylaws, and stockholder meeting procedures (effective 2023-09-14).

“On September 14, 2023, the Board of Directors of ICF International, Inc. (the “Company”) amended Sections 1.6 - 1.8 and Article VII of its bylaws to address and incorporate guidelines relating to SEC Rule 14a-19 and to incorporate the latest Delaware General Corporation Law (“DGCL”) updates around shareholder lists, meeting adjournments and emergency bylaws, as well as to provide updated procedures for meetings of stockholders.”

ICF International, Inc. reported the second quarter ended June 30, 2023 results: revenue $500.1 million, net income $20.3 million, EPS $1.07 per share. Guidance reaffirmed.

“Marketing Group— —Strategic Tuck-In Acquisition of Engineering Advisory Firm CMY Expands ICF’s Addressable Market— —Re-AffirmsFull Year 2023 Guidance Ranges— • Revenue Was $500 Million, Up 18% • Net Income Was $20.3 Million and Diluted EPS Was $1.07, Inclusive of $3.5 Million and $0.13 Per Share in Tax-Effected M&A and Severance Charges • EBITDA1 Was $47.5”

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.

“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”

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.

“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”

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

“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”

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

“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”

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.

“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”

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.

“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”

ICF International, Inc. amended First Amendment with PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and C (effective 2023-05-17).

“On May 17, 2023, ICF International, Inc. (the “Company” or “ICF”) and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly the “Borrowers”), entered into the First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement (the “Credit Agreement”) dated May 6, 2022 by and among the Borrowers, PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and Co-Syndication Agents), and other guarantors and lenders which are party thereto.”

ICF International, Inc. reported the first quarter ended March 31, 2023 results: revenue $483.3 million, net income $16.4 million, EPS $0.87 per share. Guidance reaffirmed.

“First Quarter Highlights: • Total Revenue Was $483.3 Million; Service Revenue1 Was $351.3 Million, Up 15% • Net Income Was $16.4 Million and U.S. GAAP Diluted EPS Was $0.87, Inclusive of $3.5 Million and $0.18 Per Share in Tax-Effected Special Charges • Non-GAAP Adjusted EPS1 Was $1.42, Up 8% • Adjusted EBITDA1 Was $51.0 Million, Up 22% • Contract Awards Were $410 Million; TTM Contract Awards Were $2.4 Billion for a Book-to-Bill Ratio of 1.30 —Strong Revenue Performance Reflected ICF’s Expanded Capabilities in Growth Markets— —ICF Reaffirms Its Full Year 2023 Guidance— —Record Business Development Pipeline of $9.9 Billion at Quarter-End Underpins Significant Future Growth Potential—”

Ranjit S. Chadha was appointed as Vice President, Corporate Controller, as well as the Company’s Principal Accounting Officer at ICF International, Inc..

“On March 10, 2023, the Board of Directors of the Company appointed Mr. Ranjit S. Chadha (“Mr. Chadha”) as Vice President, Corporate Controller, as well as the Company’s Principal Accounting Officer (“PAO”), effective April 1, 2023.”

Donald J. Terreri resigned as Principal Accounting Officer at ICF International, Inc..

“On September 21, 2022, ICF International, Inc. (the “Company”), announced the resignation of Mr. Donald J. Terreri as Principal Accounting Officer (“PAO”), effective October 14, 2022.”

ICF International, Inc. reported the fiscal year ended December 31, 2022 results: revenue $1.78 billion, net income $64.2 million, EPS $3.38. Guidance initiated.

“2022 total revenue was $1.78 billion, an increase of 14.6% from $1.55 billion reported in the previous year. Service Revenue increased 15.8% year-over-year to $1.29 billion, from $1.11 billion in 2021. Full year 2022 net income was $64.2 million, or $3.38 per diluted share, inclusive of $24.9 million, or $1.31 per share of tax-effected special charges”

ICF International, Inc. reported the fourth quarter ended December 31, 2022 results: revenue $475.6 million, net income $8.9 million, EPS $0.47. Guidance initiated.

“Fourth quarter 2022 total revenue increased 22.6% to $475.6 million, from $388.0 million in the fourth quarter of 2021. Service Revenue increased 24.0% year-over-year to $339.1 million, from $273.4 million reported in the prior year’s fourth quarter. Net income totaled $8.9 million and diluted EPS was $0.47 per share, inclusive of $13.6 million, or $0.72 per share in tax-effected charges”

ICF International, Inc. reported third quarter ended September 30, 2022 results: revenue $467.8 million, net income $19.1 million, EPS $1.01 per share.

“from those anticipated. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 NEWS RELEASE ICF Reports Third Quarter 2022 Results Third Quarter Highlights: • Total Revenue Was $468 Million; Service Revenue 1 Was $335 Million, Up 22% • Diluted EPS Was $1.01 Inclusive of $0.28 in Tax-Effected Severance, M&A and Facility-Related Charges • Non-GAAP EPS 1 Was $1.61, Up”

Barry Broadus was appointed as Interim Principal Accounting Officer at ICF International, Inc..

“the Board of Directors of the Company designated the Company’s Senior Vice President and Chief Financial Officer, Barry Broadus, as the Interim Principal Accounting Officer of the Company, effective October 14, 2022”

Donald J. Terreri departed as Vice President, Principal Accounting Officer and Corporate Controller at ICF International, Inc..

“announced that Mr. Donald J. Terreri, Vice President, Principal Accounting Officer (“PAO”) and Corporate Controller, is resigning, effective October 14, 2022.”

Donald J. Terreri resigned as Vice President, Principal Accounting Officer and Corporate Controller at ICF International, Inc..

“Mr. Donald J. Terreri, Vice President, Principal Accounting Officer (“PAO”) and Corporate Controller of ICF International, Inc. (the “Company”), has informed senior management that he will resign from the Company, effective October 14, 2022, to take a senior position at another company.”

Barry Broadus was appointed as Chief Financial Officer at ICF International, Inc..

“The Company announced the hiring of Barry Broadus as an executive effective January 31, 2022.”

Bettina Welsh departed as Chief Financial Officer at ICF International, Inc..

“On January 24, 2022, it was announced that Bettina Welsh, Senior Vice President and Chief Financial Officer of ICF International, Inc. (the “Company”), would be leaving the Company and her position as Chief Financial Officer.”

Dr. Michelle Williams was appointed as Class II Director at ICF International, Inc..

“Effective December 1, 2021, Dr. Williams shall be a Class II director, serving until the Company’s annual meeting of stockholders in 2023, subject to her prior death, resignation or removal from office as provided by law.”