hurn-20260619
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
June 19, 2026
Date of Report (Date of earliest event reported)
_____________________
Huron Consulting Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50976 | 01-0666114 | ||||||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation) | File Number) | Identification Number) | ||||||
550 West Van Buren Street
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
(312) 583-8700
(Registrant’s telephone number, including area code)
_____________________
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 $0.01 per share | HURN | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective June 19, 2026, the Board of Directors (the “Board”) of Huron Consulting Group Inc. (“Huron” or the “Company”) elected Shoshana M. Vernick as a director of Huron, to serve until the 2027 Annual Meeting of Stockholders of Huron (the “2027 Annual Meeting”). Ms. Vernick has been appointed to the Company’s Compensation Committee, Finance and Capital Allocation Committee and Technology and Information Security Committee, effective June 19, 2026. Ms. Vernick will stand for re-election at the 2027 Annual Meeting.
Ms. Vernick is co-founder and managing partner of Avathon Capital, a private equity firm founded in 2016 to make investments across the education and knowledge services sector. In her role, she drives the firm’s value creation strategy with a focus on organic and inorganic growth, innovation and technology-enablement and organizational design. Previously, from 2003 to 2016, Ms. Vernick was a managing director at Sterling Partners, a private equity firm investing across education, healthcare and business services. Ms. Vernick served as an independent trustee of Flowstone Opportunity Fund and was a member of its audit committee. Ms. Vernick serves as a board member for the Avathon Capital portfolio companies Academic Programs International, ReUp Education, Shorelight, Edvance, Summit Professional Education and OculusIT. Ms. Vernick is Vice Chair of the Illinois Venture Capital Association (IVCA), a founding Board member of the IVCA Foundation and serves on the Steering Committee of the KPMG & University of Chicago Economic Forum.
As a director of Huron, Ms. Vernick will receive compensation in accordance with the Company’s non-employee director compensation practices described in the Company’s 2026 Annual Proxy Statement filed with the Securities and Exchange Commission on March 20, 2026. This compensation generally consists of an annual cash retainer in the amount of $80,000, an annual retainer of $10,000 for service on the Compensation Committee of the Board, an annual retainer of $7,500 for service on the Finance and Capital Allocation Committee of the Board, an annual retainer of $7,500 for service on the Technology and Information Security Committee of the Board, and an annual grant of restricted stock on the date of the Company’s annual meeting with a value of $180,000. Because Ms. Vernick joined the Company within the six months following the Company’s annual meeting, Ms. Vernick's annual grant of restricted stock will be prorated such that Ms. Vernick will receive half of the annual grant, which will be granted on July 1, 2026, and will vest fully on the first anniversary of the grant. Ms. Vernick’s initial cash retainer will also be prorated to reflect her appointment date.
There are no arrangements or understandings between Ms. Vernick and any other persons pursuant to which she was elected as a director. Ms. Vernick has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURE
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.
| Huron Consulting Group Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | June 22, 2026 | /s/ JOHN D. KELLY | |||||||||
| John D. Kelly | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||