Date of report (Date of earliest event reported): May 1, 2025
The Hackett Group, Inc.
(Exact name of registrant as specified in its charter)
FLORIDA
333-48123
65-0750100
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
1001 Brickell Bay Drive, Suite 3000
Miami, Florida
33131
(Address of principal executive offices)
(Zip Code)
(305) 375-8005
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
☐
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(s)
Name of each exchange on which registered
Common Stock, par value $.001 per share
HCKT
NASDAQ Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 2.02 Results of Operations and Financial Condition.
On May 6, 2025, The Hackett Group, Inc. (the “Company”) issued a press release setting forth its consolidated financial results for the first fiscal quarter ended March 28, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.
The information contained in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Shareholders of the Company was held on May 1, 2025. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Proposal 1 - Election of Director. The shareholders of the Company elected the director nominee named below to serve until the 2028 Annual Meeting of Shareholders and until his successor is duly elected and qualified. The following is a breakdown of the voting results:
BROKER
DIRECTOR
FOR
AGAINST
ABSTAIN
NON-VOTES
Ted A. Fernandez
21,791,597
1,239,027
17,923
1,887,041
BROKER
DIRECTOR
FOR
AGAINST
ABSTAIN
NON-VOTES
Robert A. Rivero
18,910,833
4,047,625
90,089
1,887,041
BROKER
DIRECTOR
FOR
AGAINST
ABSTAIN
NON-VOTES
Alan T.G. Wix
17,346,957
5,663,416
38,174
1,887,041
Proposal 2 – Amendment to the Company’s 1998 Stock Option and Incentive Plan. The shareholders of the Company approved an amendment to the Company’s 1998 Stock Option and Incentive Plan (the “Plan”) to (i) increase the sublimit under the Plan for the issuance of restricted stock and restricted stock units by 1,950,000 shares, and (ii) increase the total number of shares authorized for issuance under the Plan by 1,950,000 shares. The following is a breakdown of the voting results:
BROKER
FOR
AGAINST
ABSTAIN
NON-VOTES
22,001,070
1,017,595
29,882
1,887,041
Proposal 3 – Advisory Vote on Executive Officer Compensation. The shareholders of the Company did not approve an advisory vote on executive officer compensation. The following is a breakdown of the voting results:
BROKER
FOR
AGAINST
ABSTAIN
NON-VOTES
10,153,565
12,853,327
41,655
1,887,041
Proposal 4 – Appointment of RSM US LLP as Independent Auditor. The shareholders of the Company ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2025. The following is a breakdown of the voting results:
Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.
THE HACKETT GROUP, INC.
Date: May 6, 2025
By:
/s/ Robert A. Ramirez
Robert A. Ramirez
Executive Vice President, Finance and Chief Financial Officer