ICF International, Inc.

8-K · icfi20260604_8k.htm iXBRL

0001362004

 2026-06-02
 2026-06-02

 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 02, 2026

  

  

 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 2026 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Tuesday, June 2, 2026.

  

 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 (3) directors to serve for a term expiring at the Company’s annual meeting in 2029:

  

 Name

 Votes For

 Votes Withheld

 Abstain

 Broker Non-Votes 1

 Total

 Marilyn Crouther

 14,365,015

 216,212

 19,757

 1,671,221

 16,272,205

 Michael J. Van Handel

 14,124,745

 455,210

 21,029

 1,671,221

 16,272,205

 Michelle A. Williams

 14,452,878

 127,550

 20,556

 1,671,221

 16,272,205

  

 2.

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

  

 For

 Against

 Abstain

 Broker Non-Votes 1

 Total

 13,867,460

 403,857

 329,667

 1,671,221

 16,272,205

  

 3.

 Approve the ICF International, Inc. 2026 Omnibus Incentive Plan:

  

 For

 Against

 Abstain

 Broker Non-Votes 1

 Total

 13,949,756

 323,716

 327,512

 1,671,221

 16,272,205

  

 4.

 Appointment of Grant Thornton LLP as Independent Registered Public Accountant of the Company for fiscal year 2026:

  

 For

 Against

 Abstain

 Broker Non-Votes 1

 Total

 15,910,378

 269,998

 91,829

 0

 16,272,205

  

  

  

 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 4, 2026

 By:

 /s/  James E. Daniel

 James E. Daniel

 Executive Vice President