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Huron Consulting (NASDAQ: HURN) holders back board, pay plan and PwC

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Huron Consulting Group Inc. held its Annual Meeting of Stockholders on May 8, 2026 in a virtual format, with 15,777,409 shares represented in person or by proxy. Stockholders voted on board elections, executive compensation on an advisory basis, and the appointment of the independent auditor.

All eight director nominees received more votes for than withheld, with support generally above 13.6 million shares for each candidate. The advisory vote on executive compensation passed, receiving 14,280,195 shares for, 122,041 against, and 88,612 abstentions, along with 1,286,561 broker non-votes.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 15,259,786 shares for, 460,805 against, and 56,818 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 15,777,409 shares Present in person or by proxy at May 8, 2026 Annual Meeting
Highest director support 14,296,645 shares for Votes for director nominee C. Mark Hussey
Lowest director support 12,787,171 shares for Votes for director nominee Debra Zumwalt
Say-on-pay support 14,280,195 shares for Advisory vote to approve executive compensation
Auditor ratification support 15,259,786 shares for Ratification of PricewaterhouseCoopers LLP for 2026
Broker non-votes on Proposals 1 & 2 1,286,561 shares Broker non-votes recorded for director elections and say-on-pay
broker non-votes financial
"Name | Shares For | Shares Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"an advisory vote to approve the compensation of the Company's named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders (the “Annual Meeting”) of Huron Consulting Group Inc."
Understanding 8-K Material Events →
0001289848false00012898482026-05-082026-05-08


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
May 8, 2026
Date of Report (Date of earliest event reported)
_____________________
Huron Consulting Group Inc.
(Exact name of registrant as specified in its charter)
Delaware000-5097601-0666114
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification Number)
550 West Van Buren Street
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
(312) 583-8700
(Registrant’s telephone number, including area code)
_____________________

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareHURNNasdaq Global Select Market
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 Annual Meeting of Stockholders (the “Annual Meeting”) of Huron Consulting Group Inc. (the “Company”) was held on May 8, 2026 in a virtual meeting format, and a total of 15,777,409 shares were present in person or by proxy. At the Annual Meeting, the Company’s stockholders acted upon the following matters: (i) the election of eight members of the Board of Directors of the Company to serve terms ending at the Company’s 2027 Annual Meeting; (ii) an advisory vote to approve the compensation of the Company's named executive officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following is a summary of the voting results for each matter presented to stockholders.
Proposal No. 1 - Election of directors.
NameShares ForShares WithheldBroker Non-Votes 
Joy T. Brown
14,197,128293,7201,286,561
C. Mark Hussey14,296,645194,2031,286,561
H. Eugene Lockhart
13,949,370541,4781,286,561
Peter K. Markell13,879,007611,8411,286,561
John McCartney13,628,101862,7471,286,561
James H. Roth
14,066,110424,7381,286,561
Hugh E. Sawyer13,827,952662,8961,286,561
Debra Zumwalt12,787,1711,703,6771,286,561
Proposal No. 2 - An advisory vote to approve the Company's Executive Compensation.  
Shares For 
Shares Against  
Shares Abstain  
Broker Non-Votes 
14,280,195122,04188,6121,286,561
Proposal No. 3 - To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shares For 
Shares Against  
Shares Abstain  
Broker Non-Votes  
15,259,786460,80556,818—





SIGNATURE

    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.
Huron Consulting Group Inc.
(Registrant)
Date:May 12, 2026/s/    JOHN D. KELLY
John D. Kelly
Executive Vice President, Chief Financial Officer, and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What did Huron Consulting Group (HURN) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, with detailed vote totals reported for each proposal.

Were all Huron Consulting Group (HURN) director nominees elected at the 2026 Annual Meeting?

All eight director nominees were elected, each receiving more votes for than withheld. Support ranged from 12,787,171 to 14,296,645 shares for, with additional broker non-votes recorded that did not count against the director elections.

How did Huron Consulting Group (HURN) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on executive compensation, with 14,280,195 shares voting for, 122,041 against, and 88,612 abstaining, plus 1,286,561 broker non-votes. This indicates majority support for the company’s named executive officer pay program.

Did Huron Consulting Group (HURN) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 15,259,786 shares for, 460,805 against, and 56,818 abstentions. No broker non-votes were recorded on this auditor ratification proposal.

How many Huron Consulting Group (HURN) shares were represented at the May 8, 2026 Annual Meeting?

A total of 15,777,409 Huron Consulting Group shares were present in person or by proxy at the May 8, 2026 virtual Annual Meeting, forming the voting base for director elections, the say-on-pay advisory vote, and the auditor ratification proposal.

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