FCN FTI Consulting Inc

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): March 7, 2016

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Charter)

1101 K Street NW,

Washington, D.C. 20005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 312-9100

(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:

ITEM 5.02. Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Effective March 7, 2016, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting”) elected Laureen E. Seeger, age 54, as an independent director of FTI Consulting. Ms. Seeger fills the vacancy created by Board action effective March 7, 2016, increasing the overall size of the Board to nine directors from eight directors. As of the date of this Current Report on Form 8-K, Ms. Seeger is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, there are no family relationships among Ms. Seeger and any director or officer of FTI Consulting, and there are no arrangements or understandings between Ms. Seeger and any other persons pursuant to which Ms. Seeger was selected as a director. Effective March 7, 2016, the Board appointed Ms. Seeger as a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

Under the FTI Consulting, Inc. Non-Employee Director Compensation Plan, as amended and restated effective January 1, 2016 (the “Restated Director Plan”), Ms. Seeger will be eligible to receive, as of the date of her election as a director, a prorated portion of annual compensation payable to non-employee directors, as follows: (i) annual cash retainer of $50,000 and (ii) annual restricted stock award of $250,000. The Restated Director Plan was filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2016 as an exhibit to FTI Consulting’s Annual Report on Form 10-K for the year ended December 31, 2015 and is hereby incorporated by reference herein. A description of the amounts and forms of compensation payable pursuant to the Restated Director Plan was included in FTI Consulting’s proxy statement for the 2015 annual meeting of stockholders filed with the SEC on April 21, 2015 and is hereby incorporated by reference herein.

The Restated Director Plan amends (i) the definition of Change in Control and (ii) incorporates a double-trigger Change in Control standard to provide that unvested equity awards will not vest on a Change in Control unless the individual ceases to be a director within one year of such Change in Control, in order to conform to the terms of the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan, as amended and restated effective June 3, 2015, which was filed with the SEC on April 21, 2015 as an Exhibit to FTI Consulting’s proxy statement for the 2015 annual meeting of stockholders.

ITEM. 7.01. Regulation FD Disclosure

On March 7, 2016, FTI Consulting issued a press release announcing the election of Ms. Seeger as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release dated March 7, 2016, of FTI Consulting, Inc.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

2

EXHIBIT INDEX

1

Exhibit 99.1

FTI Consulting, Inc.

1101 K Street NW

Washington, DC 20005

+1.202.312.9100

Investor & Media Contact:

Mollie Hawkes

+1.617.747.1791

mollie.hawkes@fticonsulting.com

FTI Consulting Announces the Election of Laureen E. Seeger as an Independent Director

Washington, D.C., March 7, 2016 — FTI Consulting, Inc. (NYSE: FCN), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today announced that the Board of Directors elected Laureen E. Seeger as a director of the Company, effective March 7, 2016. Ms. Seeger joins the Board of Directors as an independent director, following the action of the Board to increase its overall size to nine directors from eight directors. Ms. Seeger was also appointed as a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

Ms. Seeger has been Executive Vice President and General Counsel of American Express Company, a diversified financial services company, since July 2014. Ms. Seeger joined American Express from McKesson Corporation, a health care services company, where she served as Executive Vice President, General Counsel and Chief Compliance Officer from 2006.

“Ms. Seeger brings extensive legal expertise to our Board, advising multi-national companies as counsel,” said Gerard E. Holthaus, non-executive Chairman of the Board of Directors of FTI Consulting. “Her exceptional mix of global and public company leadership expertise will be a great asset to the Board. We are delighted to have Ms. Seeger join us.”

Commenting on her appointment, Ms. Seeger said, “I’m proud to be joining FTI Consulting’s Board. I’m looking forward to having the opportunity as a Board member to support the Company in its growth and strategic initiatives.”

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 4,600 employees located in 28 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management, strategic communications and restructuring. The Company generated $1.78 billion in revenues during fiscal year 2015. More information can be found at www.fticonsulting.com.

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