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): ~~August 2~~October 3, 2019

NAVIGANT CONSULTING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-12173

36-4094854

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 573-5600

Not Applicable

(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, par value $0.001 per share

NCI

New York Stock Exchange

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnLitigation ~~August 2,~~Related ~~2019,~~to ~~Navigant Consulting, Inc., a Delaware corporation (~~the ~~“Company”), entered into an Agreement and Plan of~~ Merger ~~(the “Merger Agreement”), by and among Guidehouse LLP, a Delaware limited liability partnership (“Parent”), Isaac Merger Sub, Inc~~., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the Company. The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s board of directors (the “Company Board”).

~~Merger.~~As ~~The~~previously ~~Merger~~disclosed, ~~Agreement~~on ~~provides~~August 2, ~~for~~2019, ~~among~~Navigant ~~other~~Consulting, ~~things~~Inc., a Delaware corporation (the ~~merger~~“Company”), ofentered ~~Sub~~into ~~with~~an Agreement and ~~into~~Plan ~~the~~of ~~Company~~Merger, onby ~~the~~and ~~terms~~among ~~and~~Guidehouse ~~subject~~LLP, toa ~~the~~Delaware ~~conditions set~~limited ~~forth~~liability inpartnership ~~the~~(“Parent”), Isaac Merger ~~Agreement~~Sub, ~~(the~~Inc., a Delaware corporation and wholly owned subsidiary of Parent (“~~Merger~~Sub”), ~~with~~and the Company ~~continuing~~ (as ~~the~~amended ~~surviving~~from ~~corporation~~time into time, the “Merger Agreement”). AsThe aMerger ~~result~~Agreement ofprovides for, among other things, Sub to merge with and into the ~~Merger~~Company, causing the Company ~~would~~to become a wholly owned subsidiary of Parent (the “Merger”).

~~Merger~~Lawsuits ~~Consideration.~~challenging ~~Pursuant~~the tomerger ~~the~~were ~~Merger~~filed ~~Agreement~~on September 4, at2019, ~~the~~September 9, ~~effective~~2019, ~~time~~and ofSeptember 10, ~~the~~2019, ~~Merger~~in (the ~~“Effective~~United ~~Time”),~~States ~~each~~District ~~share~~Court offor ~~Common Stock,~~the ~~par~~District ~~value~~of $0Delaware.~~001~~ ~~per~~The ~~share~~lawsuits, filed by purported stockholders of the Company, ~~(“Company~~are ~~Common~~captioned Rosenblatt ~~Stock”)~~v. ~~issued~~Navigant ~~and~~Consulting, ~~outstanding~~Inc., ~~immediately~~et ~~prior~~al., toNo. ~~the~~1:19-cv-01680, ~~Effective~~filed ~~Time~~as ~~will~~a beputative ~~cancelled~~class ~~and~~action ~~automatically~~on ~~converted~~behalf ~~into~~of stockholders of the ~~right~~Company, toand Stein ~~receive~~v. ~~$28~~Navigant Consulting, Inc.00, inet ~~cash~~al., ~~without interest~~No. ~~thereon~~1:19-cv-01652, ~~(the~~and Gottlieb ~~“Merger~~v. ~~Consideration”)~~Navigant Consulting, ~~other~~Inc., ~~than~~et ~~(i) shares~~al., ~~that~~No. ~~are~~1:19-cv-1693, ~~held~~both infiled ~~the~~as ~~treasury~~individual ofactions. ~~the~~The ~~Company~~lawsuits orallege ~~owned~~that ofthe ~~record~~preliminary byproxy ~~any~~statement ~~subsidiary~~filed ofon ~~the~~August 30, ~~Company~~2019, ~~(ii) shares~~relating ~~owned~~to ofthe ~~record~~transactions contemplated by ~~Parent~~the merger agreement, ~~Sub~~omitted ormaterial ~~any~~information in violation of ~~their respective~~Sections ~~subsidiaries,~~14(a) and 20(~~iii~~a) ~~shares~~ ~~held~~of bythe ~~stockholders~~Exchange ~~who~~Act ~~have~~and ~~not~~certain ~~voted~~rules inpromulgated ~~favor~~thereunder, ofrendering orthe ~~consented~~preliminary toproxy ~~the~~statement ~~adoption~~false ofand misleading. The lawsuits name as defendants the ~~Merger~~Company ~~Agreement~~and its directors and ~~who~~seek, ~~have~~among ~~properly~~other ~~demanded~~relief, ~~appraisal~~an order enjoining completion of ~~such~~the ~~shares~~merger. ~~and~~In ~~complied~~addition, inby ~~all~~letter ~~respects~~dated ~~with~~September 19, ~~all~~2019, ~~the provisions~~another putative stockholder of the ~~Delaware~~Company, ~~General~~Steven ~~Corporation~~Makowsky, ~~Law~~alleged ~~concerning~~that the ~~right~~definitive ofproxy ~~holders~~statement filed on September 12, 2019 (the “Proxy Statement”), made misrepresentations and omitted material information in violation of ~~shares~~Sections to14(a) ~~require~~and ~~appraisal~~20(a) of the Exchange Act.

~~Treatment~~The ofCompany ~~Outstanding~~believes ~~Equity Awards~~that the claims asserted by the plaintiffs and Mr. Makowsky ~~Pursuant~~are without merit. However, in order to moot the ~~terms~~plaintiffs’ and Mr. Makowsky’s unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K; plaintiffs and Mr. Makowsky agree that the supplemental disclosures moot their claims and have agreed to withdraw their complaints and demands, respectively, upon the filing of this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the ~~Merger~~legal ~~Agreement~~necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations by the plaintiffs and Mr. Makowsky that any additional disclosure was or is required.

•Supplemental ~~outstanding~~Disclosures. Company stock options will be fully vested and cancelled, and each holder of a cancelled Company stock option will receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled Company stock option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share subject to the cancelled Company stock option, less any applicable withholding taxes;

•The ~~outstanding~~following ~~and~~disclosures ~~unvested~~supplement ~~Company~~the ~~restricted~~disclosures ~~stock~~contained ~~unit~~in ~~awards (other than any restricted stock unit award held by~~ the ~~Company’s~~Proxy ~~non-employee~~Statement ~~directors)~~and ~~will~~should be ~~assumed~~read ~~and~~in ~~converted~~conjunction ~~into~~with the ~~right~~disclosures tocontained ~~receive an amount~~ in ~~cash equal to (i) with respect to restricted stock unit awards subject to performance conditions (A) that have ended prior to~~ the ~~Effective~~Proxy ~~Time~~Statement, ~~the~~which ~~product~~should ofbe ~~(1)~~read ~~the~~in ~~Merger~~its ~~Consideration~~entirety. ~~and~~To ~~(2)~~ the ~~number~~extent ~~of restricted stock units subject to~~ the ~~Company~~information ~~restricted~~set ~~stock~~forth ~~unit~~herein ~~award~~differs asfrom ofor ~~immediately~~updates ~~prior~~information tocontained ~~the~~in ~~Effective Time based on actual performance and (B) that have not ended prior to~~ the ~~Effective~~Proxy ~~Time~~Statement, the ~~product~~information ofset ~~(1)~~forth ~~the~~herein ~~Merger~~shall ~~Consideration~~supersede ~~and~~or ~~(2)~~supplement the ~~number~~information ofin ~~restricted stock units subject to~~ the ~~Company~~Proxy ~~restricted~~Statement. ~~stock~~All ~~unit~~page ~~award~~references ~~assuming~~are ~~performance at 100% of target levels and (ii) with respect~~ to ~~restricted~~pages ~~stock~~in ~~unit~~the ~~awards~~Proxy ~~subject solely to time-based vesting~~Statement, ~~the product of (A) the Merger Consideration~~ and ~~(B)~~terms ~~the~~used ~~number of restricted stock units subject to the Company restricted stock unit award~~below, inunless ~~each~~otherwise ~~case~~defined, ~~subject~~have to the ~~same~~meanings ~~time-based~~set ~~vesting~~forth ~~conditions and settlement dates as~~ in ~~effect as of immediately prior to~~ the ~~Effective~~Proxy ~~Time~~Statement. ~~and accelerated vesting in the event of the holder’s qualifying termination of employment within two years following the Merger;~~

•The ~~outstanding~~disclosure ~~and~~in ~~unvested~~the ~~Company~~last ~~restricted~~paragraph ~~stock~~of ~~unit~~page ~~awards~~31 ~~held~~within bythe ~~non-employee~~“Background ~~directors~~ of ~~Company~~the ~~will~~Merger” besection ~~fully vested and cancelled, and each holder~~ of athe ~~cancelled~~Definitive ~~restricted~~Proxy ~~stock~~is ~~unit~~hereby ~~award~~supplemented ~~will~~by ~~receive~~adding ~~a payment in cash, without interest, equal to~~ the ~~product~~following ofdisclosure ~~(i)~~after the ~~Merger~~sentence ~~Consideration~~beginning ~~and~~“During ~~(ii)~~ the ~~total~~meeting, ~~number~~senior ofmanagement ~~shares~~reviewed…”: ~~subject to the cancelled restricted stock unit award.~~

~~Closing~~ ~~Conditions.~~Senior ~~The~~management ~~consummation~~further ofnoted ~~the~~that ~~Merger is subject to~~ the ~~satisfaction~~Company orwas ~~waiver~~not ofselected ~~specified~~to ~~closing~~move ~~conditions,~~forward ~~including (i) the affirmative vote~~ in ~~favor of~~ the ~~adoption~~bidding ofprocess ~~the~~in ~~Merger~~certain ~~Agreement~~recent bytransactions ~~the~~that ~~holders of a majority of~~ the ~~outstanding shares of~~ Company ~~Common~~had ~~Stock~~been ~~entitled to vote thereon~~pursuing, ~~(ii) any~~and ~~applicable waiting periods (or extensions thereof) under~~ the ~~Hart-Scott-Rodino~~ ~~Antitrust~~seller ~~Improvements~~in ~~Act~~another oftransaction ~~1976~~that ~~having expired or been terminated, (iii)~~ the ~~absence~~Company ofhad ~~any~~expected ~~law,~~to ~~order,~~close ~~injunction~~had ordeclined ~~decree~~to bymove ~~any~~forward ~~governmental~~with ~~entity rendering~~ the ~~Merger illegal, or prohibiting, enjoining, restraining or otherwise preventing the Merger and (iv) certain other customary closing conditions~~transaction. ~~The consummation of the Merger is not subject to a financing condition.~~

~~Representations, Warranties and Covenants; Non-Solicitation.~~ The ~~Merger~~disclosure ~~Agreement~~in ~~contains~~the ~~customary~~first ~~representations,~~paragraph ~~warranties and covenants~~ of ~~the~~page ~~Company,~~33 ~~Parent~~within ~~and Sub. The representations and warranties made by~~ the ~~Company are qualified by disclosures made in its disclosure letter and Securities and Exchange Commission (~~“~~SEC”)~~Background ~~filings. The covenants include an obligation~~ of the ~~Company, subject to certain exceptions, from the date of the~~ Merger” ~~Agreement~~section ~~through the Effective Time, to use commercially reasonable efforts to, and cause each~~ of ~~its subsidiaries to, use commercially reasonable efforts to conduct its operations in all material respects in~~ the ~~ordinary~~Definitive ~~course~~Proxy ofis ~~business~~hereby ~~consistent~~amended ~~with past practice. The Merger Agreement also contains covenants~~ by ~~the~~adding ~~Company not to participate in any discussions or negotiations with any person making any proposal for a competing transaction, and requiring~~ the ~~Company~~following ~~Board~~disclosure toafter ~~recommend to~~ the ~~Company’s~~sentence ~~stockholders~~beginning ~~that~~“As ~~they~~part ~~approve~~of the ~~transactions contemplated by the Merger Agreement~~review, insenior ~~each~~management ~~case~~described ~~subject to certain exceptions. The Company Board may change its recommendation in certain circumstances specified in~~ the ~~Merger~~major ~~Agreement~~changes in ~~response~~assumptions …”: to an unsolicited proposal for a Competing Proposal that would constitute a Superior Proposal or following a Company Intervening Event (as each such term is defined in the Merger Agreement) but only if certain conditions are satisfied with respect thereto and the Company complies with its obligations in respect thereto. Under the Merger Agreement, each of the Company and Parent has also agreed to use reasonable best efforts to consummate the Merger, including using best efforts to obtain all required regulatory approvals.

~~Termination;~~ ~~Termination~~As ~~Fees.~~to ~~The~~2019, ~~Merger~~senior ~~Agreement~~management also ~~provides~~clarified ~~for~~that, ~~certain~~consistent ~~termination~~with ~~rights for both~~ the Company’s ~~and~~historical ~~Parent~~practice, ~~including~~ the ~~right of~~projections ~~the~~did ~~Company~~not toinclude ~~terminate~~potential ~~the~~acquisitions ~~Merger~~or ~~Agreement~~other topotential ~~accept~~usages aof ~~Superior Proposal, subject to specified limitations. In addition, and subject to certain limitations, either party may terminate~~ the ~~Merger~~proceeds ~~Agreement~~of if the ~~Merger~~divestiture ~~is not consummated by December 30, 2019. Upon termination~~ of the ~~Merger~~DFLT ~~Agreement under certain circumstances~~segment, ~~the~~due ~~Company would be obligated~~ to ~~pay Parent a termination fee of $30,900,000.00. Upon termination of~~ the ~~Merger~~difficulty ~~Agreement~~in ~~under~~accurately ~~certain~~predicting ~~circumstances, Parent would be obligated to pay~~ the ~~Company~~availability aand ~~termination~~timing ~~fee~~ of ~~$67,500,000.00~~appropriate ~~(the “Parent Termination Fee”)~~acquisitions.

~~Equity~~The ~~Financing. Parent~~disclosure ~~has~~under ~~obtained equity and debt financing commitments for~~ the ~~transactions~~heading ~~contemplated~~“Forwarding-Looking byFinancial ~~the~~Information” ~~Merger~~is ~~Agreement,~~supplemented ~~the proceeds of which will be used~~ by ~~Parent~~providing ~~to pay~~ the ~~Merger~~following ~~Consideration~~additional ~~and~~disclosure ~~all~~following ~~related fees and expenses. The Veritas Capital Fund VI, L.P. (“Veritas”) has committed to capitalize Parent with an equity contribution and has provided~~ the ~~Company~~second ~~with~~paragraph aon ~~limited~~page ~~guarantee~~55 ~~in favor~~ of the ~~Company~~Definitive ~~guaranteeing~~Proxy ~~the~~Statement: payment of certain monetary obligations that may be owed by Parent pursuant to the Merger Agreement in an amount up to the Parent Termination Fee, that may become payable by Parent, subject to the terms and conditions set forth in the limited guarantee.

~~Debt~~The ~~Financing.~~non-GAAP ~~Pursuant~~financial measures used in the financial projections were provided to the ~~terms~~Board of Directors and ~~conditions~~the ~~set~~Company’s ~~forth~~financial advisor in connection with the merger. Financial measures provided to a ~~debt~~board ~~commitment~~of ~~letter~~directors ~~dated~~or ~~August 2,~~a ~~2019~~financial ~~(the~~advisor ~~“Debt~~in ~~Commitment Letter”),~~connection ~~certain~~with ~~parties~~a ~~identified~~business ~~therein~~combination astransaction are excluded from the ~~Commitment~~definition ~~Parties~~of ~~(collectively,~~non-GAAP ~~the~~financial ~~“Lenders”)~~measures ~~have~~and ~~committed~~therefore toare ~~provide~~not ~~Parent~~subject ~~with~~to ~~debt~~SEC ~~financing~~rules inregarding andisclosures ~~amount~~of ~~greater~~non-GAAP ~~than~~financial ormeasures, ~~equal~~which towould ~~the~~otherwise ~~full~~require ~~amount~~a reconciliation of ~~the~~a ~~debt~~non-GAAP ~~financing required~~financial measure to ~~consummate~~a ~~the~~GAAP ~~Merger~~financial onmeasure. ~~the~~Reconciliations ~~terms~~of ~~contemplated~~non-GAAP byfinancial ~~the~~measures ~~Merger~~were ~~Agreement.~~not ~~The~~provided ~~obligation~~to or relied upon by the Board of Directors or the ~~Lenders~~Company’s ~~under~~financial advisor in connection with the ~~Debt~~merger. ~~Commitment~~Accordingly, ~~Letter~~we ishave ~~subject~~not toprovided a ~~number~~reconciliation of ~~customary~~the ~~conditions~~financial measures included in the financial projections.

The ~~foregoing~~disclosure ~~description~~appearing ofin the ~~Merger~~final ~~Agreement~~paragraph ~~does~~of ~~not~~page ~~purport~~51 ~~to be complete~~ and iscarrying ~~qualified~~over inonto ~~its~~page ~~entirety~~52 byof ~~reference to~~ the ~~full~~Definitive ~~text~~Proxy ofStatement after the ~~Merger Agreement~~heading ~~and~~“Discounted ~~any~~Cash ~~related~~Flow ~~agreements.~~Analysis” ~~The Merger Agreement~~ is ~~filed~~hereby asamended ~~Exhibit~~by ~~2.1~~restating tothe ~~this~~third ~~Current~~and ~~Report~~fourth onsentences ~~Form~~of ~~8-K~~such ~~and~~paragraph ~~incorporated~~as ~~herein~~follows: ~~by reference.~~

“The ~~Merger~~implied ~~Agreement~~terminal ~~and~~value ~~the above descriptions have been included to provide investors with information regarding the terms~~ of the ~~Merger~~Company ~~Agreement~~was ~~and~~derived ~~are not~~by ~~intended~~applying to ~~provide any other factual information about~~ the ~~parties~~Company’s tonormalized ~~the~~unlevered ~~Merger~~after-tax ~~Agreement~~free orcash ~~their~~flow ~~respective subsidiaries or affiliates. The representations and warranties contained in Merger Agreement were made only~~ for ~~purposes of~~ the ~~Merger~~ ~~Agreement~~fiscal ~~and~~year asending ~~of specific dates set forth therein~~December 31, ~~are~~2023 ~~solely~~a ~~for~~range ~~the benefit~~ of ~~the~~perpetuity ~~parties~~growth torates ~~the~~of ~~Merger~~2.0% ~~Agreement and are subject~~ to ~~important qualifications and limitations agreed to by the parties in connection with negotiating such agreement~~3.0% ~~The~~selected ~~subject~~based ~~matter~~on ofJefferies’ ~~the~~professional ~~representations~~judgment and ~~warranties~~taking ~~may~~into ~~change~~account, ~~after~~among ~~the~~other ~~date of the Merger Agreement~~things, ~~which~~financial ~~subsequent~~projections ~~information~~and ~~may~~other orestimates ~~may~~of ~~not be fully reflected in~~ the Company’s ormanagement ~~Parent’s public disclosures. In addition, certain representations~~ and ~~warranties~~trends ~~were~~in ~~used for~~ the ~~purpose~~industry ofin ~~allocating~~which ~~risk between~~ the ~~parties~~Company ~~to the Merger Agreement, rather than establishing matters of fact~~operates. The ~~representations~~present ~~and~~values ~~warranties~~(as ~~may~~of ~~also~~June 30, be2019) ~~subject to a contractual standard~~ of ~~materiality~~the ~~different~~cash ~~from~~flows ~~those generally applicable to stockholders~~ and ~~reports~~terminal ~~and~~values ~~documents filed with the SEC, and in some cases~~ were ~~qualified~~then bycalculated ~~disclosures~~using ~~that~~a ~~were~~selected ~~made~~discount byrate ~~each~~range ~~party~~of 9.2% to ~~the others, which disclosures are not reflected in the Merger Agreement~~11.1% ~~Investors~~derived ~~and~~from ~~security~~a ~~holders~~weighted ~~are~~average ~~not~~cost ~~third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations~~ of ~~the~~capital ~~actual state of facts or condition of any part to the Merger Agreement~~calculation.”

Additional Information ~~Regarding the Transaction~~ and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company or the solicitation of any vote or approval. This communication is being made in respect of the proposed ~~merger~~Merger, ~~transaction~~among ~~involving~~other things. The proposed Merger is being submitted to the stockholders of the Company, ~~Parent~~for ~~and~~their ~~Sub~~consideration. In connection therewith, the Company ~~intends~~has tofiled ~~file~~ relevant materials with the SEC, including athe ~~definitive~~Proxy ~~proxy statement~~Statement, regarding the proposed Merger, which ~~will~~has bebeen mailed to the stockholders of the Company. ~~However, such documents are not currently available.~~ BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE ~~DEFINITIVE~~ PROXY STATEMENT REGARDING THE PROPOSED MERGER ~~TRANSACTION~~ AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, ~~WHEN THEY BECOME AVAILABLE~~ BECAUSE THEY ~~WILL~~ CONTAIN IMPORTANT INFORMATION ~~ABOUT THE PROPOSED MERGER TRANSACTION~~. Investors and security holders may obtain free copies of the ~~definitive~~Proxy ~~proxy~~Statement ~~statement~~regarding the proposed Merger, any amendments or supplements thereto and other documents containing important information about the Company, ~~once such documents are filed with the SEC,~~ through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company ~~will~~are be available free of charge on the Company’s website at www.navigant.com under the heading “SEC Filings” in the “Investor Relations” portion of the Company’s website.

Participants in the Solicitation

The Company and its directors, ~~its~~ executive officers and certain other members of Company management and Company employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed ~~merger transaction~~Merger. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 9, 2019, its annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 28, 2019, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, ~~will~~is be contained in the ~~preliminary~~Proxy ~~and~~Statement ~~definitive~~regarding ~~proxy~~the ~~statements~~proposed Merger and may be contained in other relevant materials ~~to be~~ filed with the SEC ~~when they become available~~.

~~Item~~SIGNATURES ~~9.01. Financial Statements and Exhibits.~~

~~(d) Exhibits~~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.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.

* * * *

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.

	NAVIGANT CONSULTING, INC.
August 2, 2019	By:	/s/ Monica M. Weed
	Name:	Monica M. Weed
	Title:	Executive Vice President, General Counsel and Secretary

ExhibitNumber

Description of Exhibit

NAVIGANT CONSULTING, INC.

Agreement and Plan of Merger, dated as of August 2, 2019, by and among Guidehouse LLP, Isaac Merger Sub, Inc. and Navigant Consulting, Inc.

October 3, 2019

/s/ Monica M. Weed

Monica M. Weed

Executive Vice President, General Counsel and Secretary

Filing Compare · NAVIGANT CONSULTING INC