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): ~~November~~ January 2, ~~2023~~2024

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

000-24049

04-2372210

~~Massachusetts~~

~~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)

(Zip code)

~~(Address of principal executive offices)~~

~~(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:

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

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 ~~November~~ January 2, ~~2023~~2024, wethe ~~issued~~board aof ~~press~~directors ~~release~~(the “Board”) ~~reporting~~of ~~our~~CRA ~~financial~~International, ~~results~~Inc. ~~for~~(the ~~our fiscal quarter ended September 30~~“Company”), ~~2023.~~upon Athe ~~copy~~recommendation of the ~~press~~Nominating ~~release~~and isCorporate ~~set~~Governance Committee, ~~forth~~appointed asKaren ~~Exhibit 99~~C.1 ~~and~~Keenan isto ~~incorporated~~join bythe ~~reference~~Board ~~herein.~~as Onan ~~November 2~~independent director, ~~2023~~effective as of January 8, we2024. ~~also~~Ms. ~~posted~~Keenan onwill ~~our~~serve as ~~website~~a ~~supplemental~~Class ~~financial~~II ~~information,~~director ~~including~~until ~~prepared~~the ~~CFO~~Company’s ~~remarks.~~2024 Aannual ~~copy~~meeting of ~~the~~stockholders ~~supplemental~~and ~~financial~~until ~~information~~her successor is ~~set~~elected ~~forth~~and asqualified or ~~Exhibit 99~~until her earlier resignation or removal.2 ~~and~~Ms. ~~incorporated~~Keenan bywas ~~reference~~also ~~herein~~appointed to serve on the Audit Committee of the Board.

~~The~~Effective as ~~information~~of ~~contained~~March in1, ~~Item~~2024, 2Richard Booth will serve as chair of the Audit Committee, replacing Robert Holthausen, who has served as the chair since 2015.02 Mr. Holthausen will continue to serve as a member of ~~this~~the ~~report~~Audit ~~and~~Committee, ~~Exhibits~~along 99with Alva Harry Taylor, Ph.1D. and 99Ms.2 ~~attached~~Keenan. Also ~~hereto~~effective ~~shall~~March ~~not~~1, be2024, ~~deemed~~Christine ~~“filed”~~Detrick ~~for~~will ~~purposes~~serve ofas ~~Section~~chair 18 of the ~~Securities~~Nominating ~~Exchange~~and ~~Act~~Corporate ofGovernance ~~1934~~Committee, orreplacing ~~otherwise~~William Concannon, ~~subject~~who has served as the chair since 2009. Mr. Concannon will continue to serve as lead director of the ~~liabilities~~Board and as a member of ~~that~~the ~~section~~Nominating and Corporate Governance Committee. Additionally, ~~nor~~Ms. ~~shall~~Detrick itwill bereplace ~~deemed~~Mr. ~~incorporated~~Holthausen byas ~~reference~~a inmember ~~any~~of ~~filing~~the ~~under~~Executive Committee of the ~~Securities~~Board. ~~Act~~Lastly, ofeffective ~~1933~~July or18, ~~the~~2024, ~~Securities~~Heather ~~Exchange~~Tookes ~~Act~~will serve as chair of ~~1934~~the Compensation Committee, ~~except~~replacing Thomas Avery, who has served as ~~expressly~~the ~~set~~chair ~~forth~~since by2017. ~~specific~~Mr. ~~reference~~Avery inwill ~~such~~continue to serve as a ~~filing~~member of the Compensation Committee.

~~Item~~As 7a non-employee director, Ms.01 Keenan will receive cash compensation and an equity award for her Board service in accordance with the Company’s non-employee director compensation policy. Ms. Keenan is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation FDS-K, and ~~Disclosure~~there are no arrangements or understandings between Ms. Keenan and any other persons pursuant to which she was selected as a director. Ms. Keenan will also have the benefit of the Company’s standard form of indemnification agreement for non-employee directors.

OnItem ~~November 2, 2023, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0~~7.~~42 per share to be paid on December 8, 2023 to all shareholders of record as of November 28, 2023~~01. ARegulation ~~copy~~FD ~~of the press release is set forth as Exhibit 99~~Disclosure.~~3 and is incorporated by reference herein.~~

~~The~~A ~~information~~copy ~~contained in Item 7.01~~ of ~~this~~the ~~report~~Company’s ~~and~~press ~~Exhibit~~release 99announcing Ms.3 ~~attached~~Keenan’s ~~hereto~~appointment ~~shall~~is ~~not~~attached beas ~~deemed~~Exhibit ~~“filed”~~99.1 ~~for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section,~~Form nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing8-K.

The information contained in Item 97.01 ~~Financial~~ ~~Statements~~of this report and ~~Exhibits~~Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Number	Title	~~Number~~	~~Title~~
99.1	Press release, dated January 3, 2024	~~99.1~~	~~November 2, 2023 earnings press release~~
		99.2	Supplemental financial information (prepared CFO remarks)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
		99.3	November 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: November 2, 2023			By:	/s/ DANIEL K. MAHONEY
Dated: January 3, 2024	By:	/s/ Daniel K. Mahoney
		Daniel K. Mahoney		~~Daniel K. Mahoney~~
		Chief Financial Officer, Executive Vice President and Treasurer		~~Chief Financial Officer, Executive Vice President and Treasurer~~

Filing Compare · CRA INTERNATIONAL, INC.