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 17, 2020
| CRA INTERNATIONAL, INC. |
| (Exact name of registrant as specified in its charter) |
| Massachusetts | 000-24049 | 04-2372210 | ||
| (State or other jurisdiction | (Commission | (IRS employer | ||
| of incorporation) | file number) | 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 17, 2020, the Board of Directors of CRA International, Inc. (the “Company”) appointed Richard D. Booth to serve as an independent director of the Company as a Class I director effective as of March 30, 2020 (the “Effective Date”). Mr. Booth will stand for re-election as a director at this year’s annual meeting of our shareholders. The Board of Directors also appointed Mr. Booth as a member of the Audit Committee of the Board of Directors as of the Effective Date.
Mr. Booth will receive the standard compensation for non-employee directors of the Company, including retainer fees for Board and committee service and restricted stock awards.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release announcing Mr. Booth’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Title |
| 99.1 | Press release, dated March 18, 2020 |
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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 17, 2020 | By: | /s/ Chad M. Holmes |
| Chad M. Holmes | ||
| Chief Financial Officer, Executive Vice President and Treasurer | ||
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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 |
Richard D. Booth Joins Charles River Associates (CRA)
Board of Directors
Chief Financial Officer of Bottomline Technologies Brings More Than 30 Years of
Financial, Strategic and Operational Leadership
BOSTON, March 18, 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 Richard D. Booth as an independent director to the Board effective March 30, 2020. Mr. Booth, the Chief Financial Officer of Bottomline Technologies since 2015, will also serve as a member of CRA’s Audit Committee.
“Rick 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 Rick’s 30 years of financial and operational experience and I am confident he will play an important role as a valued member of our Audit Committee. We welcome Rick to the CRA board.”
Before joining Bottomline Technologies in 2015, Mr. Booth was Vice President of Finance and Corporate Controller for Sapient Corporation. Prior to that he worked in several senior finance positions of increasing responsibility for Nuance Communications as it grew from less than $400 million in revenue in fiscal 2006 to $1.9 billion in revenue in fiscal 2013. Mr. Booth also has served in a variety of executive roles for EMC Corporation, Mercer Management Consulting, and Coopers & Lybrand.
A licensed CPA, Mr. Booth received an MBA from Stanford University, a Master of Science in Taxation from Bentley University, a Master of Science in Organizational Development from American University, and a Bachelor of Science in Accounting from The Pennsylvania State University.
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.