false 0001362004 0001362004 2021-11-08 2021-11-08

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act.

 

 

 

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.

 

 

 

 

(d)         On November 8, 2021, the Board of Directors (the “Board”) of ICF International, Inc. (the “Company”) increased the size of the Company’s Board from eight (8) to nine (9) members and announced the upcoming appointment of Dr. Michelle Williams to the Board. Effective December 1, 2021, Dr. Williams shall be a Class II director, serving until the Company’s annual meeting of stockholders in 2023, subject to her prior death, resignation or removal from office as provided by law. Dr. Williams has been designated a member of the Audit Committee of the Board.

 

Dr. Williams currently serves as Dean of Faculty and Angelopoulos Professor, Public Health and International Development, Harvard T.H. Chan School of Public Health and Harvard Kennedy School. She is a renowned epidemiologist and public health scientist, as well as being an award-winning educator and widely recognized academic leader. Prior to becoming Dean in July 2016, Dr. Williams was a Professor and Chair of the Department of Epidemiology and Health Disparities Research Programs at Harvard’s Clinical and Translational Sciences Center. Dr. Williams joined the Harvard staff after spending nineteen years at the University of Washington’s (“UW”) School of Public Health. During her time at UW, she was also very active in the center for Perinatal Studies at the Swedish Medical Center in Seattle, as well as being an affiliate investigator at the Fred Hutchinson Cancer Research Center in Seattle.

 

Dr. Williams received her undergraduate degree in biology and genetics from Princeton University in 1984. She has a master’s degree in civil engineering from Tufts University and master’s and doctoral degrees in epidemiology from the Harvard T.H. Chan School of Public Health.

 

There is no arrangement or understanding between Dr. Williams and any other person pursuant to which she was appointed as a director of the Company. In connection with her service, Dr. Williams will receive the Company’s standard director’s compensation package for 2021 received by the Company’s current non-employee directors. Dr. Williams does not have any other current or proposed material arrangements or transactions with related person to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The press release containing this announcement is attached hereto as Exhibit 99.1.

 

 

 

(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 thereunto duly authorized.