FTI Consulting (FCN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Record 2025 financial performance: $3.8B in revenue, $270.9M net income, $463.6M Adjusted EBITDA, and $858.6M returned to shareholders via repurchases.

• Company emphasizes sustainable, organic growth, talent retention, and disciplined capital allocation.

• Board and management highlight ongoing ESG initiatives, diversity, and robust governance practices.

Voting matters and shareholder proposals

• Proposal 1: Election of eight director nominees for one-year terms.

• Proposal 2: Ratification of KPMG LLP as independent auditor for 2026.

• Proposal 3: Advisory vote to approve 2025 executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board to reduce from nine to eight members due to retirement; 88% of nominees are independent, 38% female, 25% based outside the U.S.

• Lead Independent Director role established; Board committees are fully independent.

• Annual director elections by majority vote; director resignation policy in place.

• Board and committees conduct annual self-assessments and oversee succession planning.