UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~April 211, 2023

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	000-24049	04-2372210	~~000-24049~~	~~04-2372210~~
(State or other jurisdiction of incorporation)			(Commission file number)	(IRS employer identification no.)
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	identification no.)

200 Clarendon Street

Boston,

Massachusetts

02116

200 Clarendon Street, Boston, Massachusetts

02116

(Address of principal executive offices)

(~~Address~~Zip ~~of principal executive offices~~code)

~~(Zip code)~~

Registrant's telephone number, including area code: (617) 425-3000

(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:

☐¨ 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 Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, no par value	CRAI	Nasdaq 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 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~April 211, 2023, wethe ~~issued~~compensation acommittee of ~~press release reporting~~ our ~~financial~~board ~~results~~of ~~for~~directors ~~our~~set ~~fiscal~~the ~~quarter~~performance criteria and ~~fiscal~~goals ~~year ended December 31~~for, ~~2022.~~and ~~A copy of~~ the ~~press~~target ~~release~~and ismaximum ~~set~~amounts ~~forth~~payable asunder, ~~Exhibit 99.1~~performance ~~and~~awards granted isto ~~incorporated~~our byexecutive ~~reference~~officers ~~herein.~~for Onfiscal ~~March 2,~~ 2023, weunder ~~also posted on~~ our ~~website~~cash ~~supplemental~~incentive ~~financial~~plan. ~~information,~~These ~~including~~performance ~~prepared~~awards ~~CFO~~are ~~remarks.~~payable Ain ~~copy~~cash ofand only to the ~~supplemental~~extent ~~financial~~certain ~~information~~performance isgoals ~~set~~specified ~~forth~~by asour ~~Exhibit 99.2~~compensation ~~and~~committee ~~incorporated~~are byachieved ~~reference~~in ~~herein~~fiscal 2023.

~~The~~For ~~information~~Paul ~~contained~~Maleh, inour ~~Item~~president ~~2.02~~and ofchief ~~this~~executive officer, ~~report~~Chad ~~and~~Holmes, ~~Exhibits~~our ~~99.1~~executive vice president and ~~99.2~~chief ~~attached~~corporate ~~hereto~~development ~~shall~~officer, ~~not~~Jonathan beYellin, ~~deemed~~our ~~“filed”~~executive ~~for~~vice ~~purposes~~president and ofgeneral ~~Section~~counsel, 18and ofDaniel ~~the~~Mahoney, ~~Securities~~our ~~Exchange~~executive ~~Act~~vice ofpresident, ~~1934~~chief orfinancial ~~otherwise~~officer ~~subject~~and totreasurer, the ~~liabilities~~target ofamounts ~~that~~payable under ~~section,~~these ~~nor~~performance ~~shall~~awards itare betied ~~deemed~~to ~~incorporated~~the byachievement ~~reference~~of inperformance ~~any~~goals ~~filing~~related ~~under~~to ~~the~~our ~~Securities~~fiscal ~~Act~~2023 ofnon-GAAP ~~1933~~net orrevenue ~~the~~and ~~Securities~~“Performance Compensation ~~Exchange~~EBITDA” ~~Act~~(as offurther ~~1934~~described below), ~~except~~and asto ~~expressly~~the ~~set~~executive ~~forth~~officer’s byindividual ~~specific~~performance, ~~reference~~as ~~in such a filing.~~follows:

Item 7.01 Regulation FD Disclosure.

Executive Officer	Non-GAAP Net Revenue			Performance Compensation EBITDA			Individual Performance
Mr. Maleh		35	%		35	%		30	%
Mr. Holmes		25	%		25	%		50	%
Mr. Yellin		25	%		25	%		50	%
Mr. Mahoney		25	%		25	%		50	%

OnFor ~~March 2,~~purposes ~~2023,~~of wethese ~~announced~~performance ~~that~~awards, our Performance ~~board~~Compensation ofEBITDA ~~directors~~will ~~declared~~be acalculated ~~quarterly~~from ~~cash~~EBITDA ~~dividend~~by onadding ~~our~~back ~~common~~share-based ~~stock~~compensation and amortization of forgivable $0loans.36 ~~per~~Our ~~share~~non-GAAP tonet berevenue ~~paid~~and onPerformance ~~March 24,~~Compensation ~~2023~~EBITDA towill ~~all~~exclude ~~shareholders~~any extraordinary, ofspecial, ~~record~~or non-recurring items as ofapproved ~~March 14~~by the Compensation Committee, ~~2023.~~and Aany ~~copy~~other ofitems ~~the~~that ~~press~~would ~~release~~have resulted isin ~~set~~non-GAAP ~~forth~~adjustments asto ~~Exhibit 99.3~~the ~~and~~Company’s isresults ~~incorporated~~reported byin ~~reference~~earnings ~~herein~~releases.

The ~~information~~target ~~contained in Item 7.01 of this report~~ and ~~Exhibit~~maximum ~~99.3~~amounts ~~attached~~payable ~~hereto~~to ~~shall~~our ~~not~~executive officers beunder ~~deemed~~these ~~“filed”~~performance ~~for~~awards ~~purposes~~are ofset ~~Section~~forth 18below, ofand ~~the~~these ~~Securities~~awards ~~Exchange~~remain ~~Act of 1934 or otherwise~~ subject to the ~~liabilities~~discretion of ~~that~~our ~~section,~~compensation ~~nor~~committee to ~~shall~~reduce itor beeliminate ~~deemed~~the ~~incorporated~~amount byactually ~~reference~~paid ~~in any filing~~ under the ~~Securities~~award, ~~Act~~regardless of ~~1933 or~~ the ~~Securities~~actual ~~Exchange~~performance ~~Act of 1934, except as expressly set forth by specific reference in such a filing~~achieved.

Item 8.01 Other Events.

Executive Officer	Target		Maximum
Mr. Maleh	$	1,100,000	$	2,002,000
Mr. Holmes	$	375,000	$	637,500
Mr. Yellin	$	325,000	$	552,500
Mr. Mahoney	$	375,000	$	637,500

OnIn ~~March~~addition, on April 211, 2023, weour ~~announced~~compensation committee ~~that~~determined ~~our~~the ~~board~~annual base salaries of, ~~directors~~and ~~authorized~~the atarget ~~$20.0~~value ~~million~~for ~~expansion~~awards to be granted under our ~~existing~~long-term ~~share~~incentive ~~repurchase~~plan ~~program.~~(LTIP) to, our executive officers in fiscal 2023:

Item 9.01 Financial Statements and Exhibits.

Executive Officer	Base Salary		Target LTIP Award Value
Mr. Maleh	$	900,000	$	1,600,000
Mr. Holmes	$	450,000	$	375,000
Mr. Yellin	$	450,000	$	325,000
Mr. Mahoney	$	450,000	$	375,000

~~(d)~~Our ~~Exhibits~~compensation committee retains the discretion to decide the actual value, timing and terms of these LTIP awards.

			Number						Title
			99.1						March 2, 2023 earnings press release
			99.2						Supplemental financial information (prepared CFO remarks)
			99.3						March 2, 2023 dividend press release
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		CRA INTERNATIONAL, INC.	~~CRA INTERNATIONAL, INC.~~
Dated: March 2, 2023			By:	/s/ DANIEL K. MAHONEY
Dated: April 13, 2023	By:	/s/ Daniel Mahoney
				Daniel K. Mahoney
		Daniel Mahoney
		Chief Financial Officer, Executive Vice President and Treasurer		~~Chief Financial Officer, Executive Vice President and Treasurer~~

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