UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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:
| 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 |
Name of each Exchange on which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 4, 2025, the Board of Directors (the “Board”) of FTI Consulting, Inc. (the “Company”) appointed Paul Linton, 54, to serve as the Company’s Interim Chief Financial Officer (“Interim CFO”), effective September 12, 2025 immediately upon the effectiveness of Ajay Sabherwal’s resignation as Chief Financial Officer of the Company, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2025. Mr. Linton will serve as Interim CFO in addition to his existing role of Chief Strategy and Transformation Officer, which role he has held since joining the Company in August 2014.
The Board has not made any changes to Mr. Linton’s compensation as it was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025 and is hereby incorporated by reference herein. There were no arrangements or understandings between Mr. Linton and any other person pursuant to which he was selected as Interim CFO. Mr. Linton does not have any family relationships with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: September 8, 2025 | By: | /s/ CURTIS P. LU | ||||
| Name: | Curtis P. Lu | |||||
| Title: | General Counsel | |||||
2