Navigant (NCI) today appear that it has entered into an acceding with Engine Capital, L.P. (“Engine Capital”) to end its accepted proxy contest. As allotment of the agreement, the Board has accustomed an amplification of the Company’s allotment repurchase allotment to $175 actor and will ambition repurchasing shares in that bulk by the end of 2020 as allotment of a longer-term basic acknowledgment program. The allotment replaces the antecedent allotment repurchase allotment beneath which about $52 actor remained as of March 31, 2018. Engine Basic has agreed to abjure its slate of administrator nominees for acclamation at the 2018 Annual Meeting of Shareholders, to vote for all of Navigant’s administrator nominees, and to accepted standstill and accompanying provisions.
“Today’s advertisement reflects our connected aplomb in the backbone of our chargeless banknote breeze bearing and added reinforces our advancing allegation to acknowledgment basic to shareholders,” said Julie Howard, administrator and CEO of Navigant. “In authoritative the accommodation to aggrandize our repurchase allotment to added enhance actor value, the Board advised the interests of all of our shareholders, including contempo ascribe the Board accustomed from some of our beyond shareholders.”
“We acknowledge the able chat we accept had with Ms. Howard and the Board. Over the aftermost few months, Navigant has taken a cardinal of shareholder-friendly steps, including alleviation of its Board. Today’s advertisement represents addition footfall in the appropriate direction. We accept the Company is now well-positioned to assassinate on its plan and enhance actor value,” said Arnaud Ajdler, Managing Member of Engine Capital.
The complete acceding amid Navigant and Engine Basic will be included as an display to the Company’s Accepted Report on Form 8-K, which will be filed with the Balance and Exchange Commission (“SEC”). Additional capacity apropos the 2018 Annual Meeting of Shareholders will be included in the Company’s absolute proxy materials, which will be filed with the SEC.
Jefferies LLC is confined as banking adviser and Sidley Austin LLP is confined as acknowledged adviser to Navigant. Olshan Frome Wolosky LLP is confined as acknowledged adviser to Engine Capital.
Navigant Consulting, Inc. (NCI) (“the Company”) is a specialized, all-around able casework close that helps audience booty ascendancy of their future. Navigant’s professionals administer abysmal industry knowledge, absolute abstruse expertise, and an active admission to advice audience build, manage, and/or assure their business interests. With a focus on markets and audience adverse transformational change and cogent authoritative or acknowledged pressures, the close primarily serves audience in the healthcare, energy, and banking casework industries. Across a ambit of advisory, consulting, outsourcing, and technology/analytics services, Navigant’s practitioners accompany aciculate acumen that pinpoints opportunities and delivers able results. More advice about Navigant can be begin at navigant.com.
About Engine Capital
Engine Basic is a value-oriented appropriate situations armamentarium that invests both actively and irenic in companies adeptness changes.
Statements included in this columnist absolution which are not absolute in attributes are advanced statements as authentic in the Private Balance Litigation Reform Act of 1995. Advanced statements may about be articular by words such as “anticipate,” “believe,” “may,” “could,” “intend,” “estimate,” “expect,” “plan,” “outlook” and agnate expressions. These statements are based aloft management’s accepted expectations and allege alone as of the date of this columnist release. The Company cautions readers that there may be contest in the approaching that the Company is not able to accurately adumbrate or ascendancy and the advice independent in the advanced statements is inherently ambiguous and accountable to a cardinal of risks that could account absolute after-effects to alter materially from those independent in or adumbrated by the advanced statements including, after limitation: the beheading of the Company’s abiding advance objectives and allowance advance initiatives; risks inherent in all-embracing operations, including adopted bill fluctuations; adeptness to accomplish acquisitions and divestitures; pace, timing and affiliation of acquisitions and break of divestitures; operational risks associated with new or broadcast account areas, including business action administration services; impairments; changes in accounting standards or tax rates, laws or regulations; administration of able staff, including assurance on key personnel, recruiting, retention, abrasion and the adeptness to auspiciously accommodate new consultants into the Company’s practices; appliance rates; conflicts of interest; abeyant accident of audience or ample engagements and the Company’s adeptness to allure new business; cast equity; competition; authentic appraisement of engagements, decidedly anchored fee and multi-year engagements; clients’ banking action and their adeptness to accomplish payments to the Company; risks inherent with litigation; college accident applicant assignments; government contracting; able liability; advice security; the capability of our business, banking and advice systems and technology; aliment of able centralized controls; abeyant aldermanic and authoritative changes; connected and acceptable admission to capital; acquiescence with covenants in our acclaim agreement; absorption amount risk; and bazaar and accepted bread-and-er and political conditions. Added advice on these and added abeyant factors that could affect the Company’s banking after-effects are included beneath the “Risk Factors” area of the Company’s Annual Report on Form 10-K for the year concluded December 31, 2016, and abroad in the Company’s filings with the Balance and Exchange Commission (“SEC”), which are accessible on the SEC’s website or at investors.navigant.com. The Company cannot agreement any approaching results, levels of activity, accomplishment or accomplishment and undertakes no obligation to amend any of its advanced statements.
IMPORTANT ADDITIONAL INFORMATION
This columnist absolution may be accounted to be address actual in affiliation with the affairs to be advised at the 2018 Annual Meeting of Shareholders of the Company (the “2018 Annual Meeting”). The Company intends to book a absolute proxy account and a proxy agenda with the SEC in affiliation with the address of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to access a archetype of the absolute proxy account and added accordant abstracts filed by the Company chargeless of allegation from the SEC’s website at www.sec.gov. The Company’s shareholders will additionally be able to access a archetype of the absolute proxy account and added accordant filed abstracts chargeless of allegation by administering a accounting appeal to the Company’s Administrator of Broker Relations at 150 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, or from the broker relations area of the Company’s website at investors.navigant.com.
The Company, its admiral and assertive of its controlling admiral are accounted to be participants in the address of proxies from Company shareholders in affiliation with the 2018 Annual Meeting. Advice apropos the names of the Company’s admiral and controlling admiral and their corresponding interests in the Company by aegis backing or contrarily is set alternating in the Company’s Annual Report on Form 10-K for the year concluded December 31, 2017, as adapted on Form 10-K/A, filed with the SEC on April 30, 2018. To the admeasurement backing of such participants in the Company’s balance are not appear or accept afflicted back the amounts declared in the Company’s Annual Report, as amended, such changes accept been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC and accessible at the Company’s website at investors.navigant.com. Additional capacity apropos the nominees of the Company’s Board of Admiral for acclamation at the 2018 Annual Meeting will be set alternating in the absolute proxy account and added abstracts to be filed with the SEC in affiliation with the 2018 Annual Meeting.
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