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ICF International (NASDAQ: ICFI) releases full 2026 annual meeting vote tallies

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ICF International, Inc. held its 2026 Annual Meeting of Stockholders on June 2, 2026, and reported detailed voting results. Stockholders voted on the election of directors and other proposals, with total votes represented of 16,272,205 on each item.

Director nominees received strong support, including 14,452,878 votes for Michelle A. Williams, 14,365,015 for Marilyn Crouther, and 14,124,745 for Michael J. Van Handel, alongside broker non-votes of 1,671,221 on these items. Additional proposals received between 13,867,460 and 15,910,378 votes for, with varying levels of votes against, abstentions, and broker non-votes.

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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.
Total votes represented per item 16,272,205 votes All matters at 2026 Annual Meeting
Votes for Michelle A. Williams 14,452,878 votes for Director election at 2026 Annual Meeting
Votes for Marilyn Crouther 14,365,015 votes for Director election at 2026 Annual Meeting
Votes for Michael J. Van Handel 14,124,745 votes for Director election at 2026 Annual Meeting
Proposal votes with broker non-votes 13,867,460 votes for Proposal with 403,857 against, 329,667 abstain, 1,671,221 broker non-votes
Proposal votes without broker non-votes 15,910,378 votes for Proposal with 269,998 against, 91,829 abstain, 0 broker non-votes
Broker non-votes on several items 1,671,221 shares Used in quorum but not voted on those proposals
Annual Meeting of Stockholders financial
"The 2026 Annual Meeting of Stockholders of ICF International, Inc. ... was held on Tuesday, June 2, 2026."
broker non-vote financial
"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..."
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes are counted financial
"Broker non-votes are counted when determining whether the necessary quorum of stockholders is present..."
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Understanding 8-K Material Events →
false 0001362004 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-Votes1
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-Votes1
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-Votes1
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-Votes1
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
 
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did ICFI stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on director elections and several proposals, with total votes represented of 16,272,205 on each item. The meeting recorded detailed counts of votes for, against, abstentions, and broker non-votes for every matter presented.

How many votes did ICFI director nominee Michelle A. Williams receive?

Michelle A. Williams received 14,452,878 votes for, 127,550 votes withheld, and 20,556 abstentions. There were also 1,671,221 broker non-votes recorded for her election item, bringing total votes represented on that matter to 16,272,205.

What were the voting results for ICFI director nominee Marilyn Crouther?

Marilyn Crouther received 14,365,015 votes for, 216,212 votes withheld, and 19,757 abstentions. Her election item also showed 1,671,221 broker non-votes, resulting in 16,272,205 total votes represented for that director vote.

How did ICFI stockholders vote on the non-director proposals?

For one proposal, stockholders cast 13,867,460 votes for, 403,857 against, and 329,667 abstentions, with 1,671,221 broker non-votes. Another proposal saw 13,949,756 for, 323,716 against, and 327,512 abstentions, also with 1,671,221 broker non-votes.

Which ICFI proposal had no broker non-votes at the 2026 meeting?

One proposal recorded 15,910,378 votes for, 269,998 against, and 91,829 abstentions, with zero broker non-votes. Total votes represented on this matter were 16,272,205, indicating all represented shares were voted on that proposal.

What is a broker non-vote in the context of the ICFI meeting?

A broker non-vote occurs when a broker, bank, or nominee lacks discretion to vote on an item and has no client instructions. These shares counted toward the meeting quorum but were not treated as votes for, against, or abstentions on that specific proposal.

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