Huron Consulting Group Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed on October 20, 2014, by Huron Consulting Group Inc. The report discloses corporate governance changes effective as of October 20, 2014.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on director compensation arrangements.
Material Changes
The Board of Directors elected Debra Zumwalt as a Class II director, effective October 20, 2014. She was appointed to the Compensation Committee. Ms. Zumwalt brings experience as the Vice President and General Counsel of Stanford University since 2001 and serves on the board of Exponent, Inc.
Compensation and Governance Details
- Annual Retainer: $60,000 (pro-rated for the initial period).
- Meeting Fees: $1,000 per Board or committee meeting attended.
- Annual Stock Grant: Restricted stock valued at $170,000, granted at the annual meeting.
- Initial Stock Award: Restricted stock valued at $85,000, granted November 1, 2014, vesting ratably over 10 quarters starting January 1, 2015.
- New Director Bonus: Additional restricted stock valued at $200,000, granted November 1, 2014, vesting ratably over 12 quarters starting January 1, 2015.
The filing states there are no undisclosed arrangements or transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the vesting schedule and performance conditions for the $285,000 total initial stock award ($85,000 + $200,000).
- Confirm the pro-rated cash retainer calculation for the partial year of service.
- Review the Company's Annual Proxy Statement (filed March 24, 2014) for full details on non-employee director compensation practices.
- Assess potential conflicts of interest given Ms. Zumwalt's role at Stanford University and Exponent, Inc.