UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 3, 2020
CRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 000-24049 | 04-2372210 | ||
|
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 200 Clarendon Street, Boston, Massachusetts | 02116 | |
| (Address of principal executive offices) | (Zip code) |
| Registrant's telephone number, including area code: | (617) 425-3000 |
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 Symbol | Name of Each Exchange on Which Registered | |
| Common Stock, no par value | CRAI | Nasdaq Global Select Market | |
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 March 3, 2020, the Board of Directors of CRA International, Inc. (the “Company”) appointed Christine R. Detrick to serve as an independent director of the Company as a Class II director effective as of May 7, 2020 (the “Effective Date”). Ms. Detrick has agreed to stand for re-election as a director at this year’s annual meeting of our shareholders. The Board of Directors also appointed Ms. Detrick as a member of the Compensation and Nominating and Corporate Governance Committees of the Board of Directors as of the Effective Date.
Ms. Detrick will receive the standard compensation for non-employee directors of the Company, including retainer fees for Board and committee service and restricted stock awards.
A copy of the Company’s press release announcing Ms. Detrick’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Title | |
| 99.1 | Press release, dated March 4, 2020 |
2
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.
| CRA INTERNATIONAL, INC. | |
| Dated: March 4, 2020 | ||
| By: | /s/ Chad M. Holmes | |
| Chad M. Holmes | ||
| Chief Financial Officer, Executive Vice President and Treasurer | ||
3
Exhibit 99.1
| Contact: | |
| Media Relations | Jamie Bernard, IRC |
| Charles River Associates | Senior Associate |
| media@crai.com | Sharon Merrill Associates, Inc. |
| 617-425-3315 | 617-542-5300 |
Christine R. Detrick Joins Charles River Associates (CRA)
Board of Directors
Former Bain & Company Senior Partner Brings Deep Professional Services Insight and Experience
BOSTON, Massachusetts – March 4, 2020 – Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing economic, financial, and management consulting services, announced that its Board of Directors has appointed Christine Detrick as an independent director to the Board effective May 7, 2020. Ms. Detrick will serve on CRA’s Nominating and Corporate Governance and Compensation Committees.
“Christine is a seasoned professional services executive who brings deep and varied experience across a number of industries to the CRA board,” said Paul Maleh, CRA’s Chief Executive Officer and President. “We look forward to benefitting from her 30 years as a successful leader at premier insurance, banking and private consulting services companies. We welcome Christine to the CRA board.”
From 2002 to 2012, Ms. Detrick served as a Director, Americas Leader, Financial Services Practice, and Senior Advisor of Bain & Company, Inc., one of the world’s leading management consulting firms. Before joining Bain, she served for 10 years at A.T. Kearney, Inc., including as Leader, Eastern U.S., Global Leader, Financial Institutions Group, and a member of the Board of Management. Prior to those roles, she was one of the founding partners of First Financial Partners, a venture capital firm specializing in savings and loan institutions, from 1988 to 1992 and served as the Chief Executive Officer, St. Louis Bank for Savings. Ms. Detrick currently serves on the board of Reinsurance Group of America, a publicly traded reinsurance company, serving as Chair of the Nominating and Governance Committee and a member of their Compensation Committee; and Hartford Mutual Funds, a private mutual fund company serving as Chair of their Investment Committee.
About Charles River Associates (CRA)
Charles River Associates® is a leading global consulting firm specializing in economic, financial, and management consulting services. CRA advises clients on economic and financial matters pertaining to litigation and regulatory proceedings, and guides corporations through critical business strategy and performance-related issues. Since 1965, clients have engaged CRA for its unique combination of functional expertise and industry knowledge, and for its objective solutions to complex problems. Headquartered in Boston, CRA has offices throughout the world. Detailed information about Charles River Associates, a registered trade name of CRA International, Inc., is available at www.crai.com. Follow us on LinkedIn, Twitter, and Facebook.