Edgar Filing: ICF International, Inc.

ICF International, Inc.

Date: June 11, 2013

/s/ Sudhakar Kesavan

Sudhakar Kesavan

Chief Executive Officer

Form 8-K

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, 2013

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)


9300 Lee Highway, Fairfax, Virginia		22031
(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.)

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))

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2013 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Friday, June 7, 2013.

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 three directors to serve for a term expiring at the Company’s annual meeting in 2016:


Name	Votes For		Votes Withheld		Broker Non- Votes ⁽¹⁾		Total

Eileen O’Shea Auen		15,665,470		782,319		1,144,572		17,592,361

Srikant M. Datar		16,261,936		185,853		1,144,572		17,592,361

Peter M. Schulte		16,141,554		306,235		1,144,572		17,592,361

2. Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2013:


Votes For	Votes Against	Abstentions	Broker Non-Votes ⁽¹⁾	Total

17,207,077	384,087	1,197	—	17,592,361

3. Amendment of the 2010 Omnibus Incentive Plan to increase the number of shares available for issuance by 1,750,000 shares:


Votes For	Votes Against	Abstentions	Broker Non-Votes ⁽¹⁾	Total

12,516,478	3,478,615	452,696	1,144,572	17,592,361

4. Non-binding advisory vote regarding the Company’s overall pay-for-performance executive compensation program:


Votes For	Votes Against	Abstentions	Broker Non-Votes ⁽¹⁾	Total

15,695,582	722,457	29,750	1,144,572	17,592,361

(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.