Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 7, 2024

ICF International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33045	22-3661438
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1902 Reston Metro Plaza, Reston, Virginia		20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 934-3000

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock	ICFI	The NASDAQ Global Select Market

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))

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 5.07 Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Friday, June 7, 2024.

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each such matter.

1.	Election of two (2) directors to serve for a term expiring at the Company’s annual meeting in 2027:

Name	Votes For		Votes Withheld		Abstain		Broker Non- Votes¹		Total
Randall Mehl		16,123,947		454,774		7,461		1,154,434		17,740,616
Scott Salmirs		15,232,526		1,346,186		7,470		1,154,434		17,740,616

2.	Advisory vote on the executive compensation of the named executive officers:

For			Against			Abstain			Broker Non-Votes¹			Total
16,260,086			195,769			130,327			1,154,434			17,740,616

3.	Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for the 2024 fiscal year:

For			Against			Abstain			Broker Non-Votes			Total
17,268,622			471,457			537			0			17,740,616

¹ A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

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.

		ICF International, Inc.


Date: June 10, 2024	By:	/s/ James E. Daniel
		James E. Daniel
		Executive Vice President

Document And Entity Information	Jun. 07, 2024
Document Information [Line Items]
Entity, Registrant Name	ICF International, Inc.
Document, Type	8-K
Document, Period End Date	Jun. 07, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33045
Entity, Tax Identification Number	22-3661438
Entity, Address, Address Line One	1902 Reston Metro Plaza
Entity, Address, City or Town	Reston
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	934-3000
Title of 12(b) Security	Common Stock
Trading Symbol	ICFI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001362004