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 2, 2023
CRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Massachusetts | 000-24049 | 04-2372210 |
(State or other jurisdiction
of incorporation) | (Commission
file number) | (IRS employer
identification no.) |
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| 200 Clarendon Street | Boston, | Massachusetts | 02116 | |
| (Address of principal executive offices) | (Zip code) | |
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| 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))
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| 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 2.02 Results of Operations and Financial Condition.
On March 2, 2023, we issued a press release reporting our financial results for our fiscal quarter and fiscal year ended December 31, 2022. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein. On March 2, 2023, we also posted on our website supplemental financial information, including prepared CFO remarks. A copy of the supplemental financial information is set forth as Exhibit 99.2 and incorporated by reference herein.
The information contained in Item 2.02 of this report and Exhibits 99.1 and 99.2 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 7.01 Regulation FD Disclosure.
On March 2, 2023, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0.36 per share to be paid on March 24, 2023 to all shareholders of record as of March 14, 2023. A copy of the press release is set forth as Exhibit 99.3 and is incorporated by reference herein.
The information contained in Item 7.01 of this report and Exhibit 99.3 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 8.01 Other Events.
On March 2, 2023, we announced that our board of directors authorized a $20.0 million expansion to our existing share repurchase program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Number | | Title |
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| 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.
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| CRA INTERNATIONAL, INC. |
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| Dated: March 2, 2023 | By: | /s/ DANIEL K. MAHONEY |
| | | Daniel K. Mahoney |
| | | Chief Financial Officer, Executive Vice President and Treasurer |
