Engine Capital Issues Statement Regarding Navigant's 2018 Annual Meeting of Shareholders

NEW YORK, April 3, 2018 /PRNewswire/ -- Engine Capital, L.P. (together with its affiliates, "Engine"), a shareholder of Navigant Consulting, Inc. ("NCI" or, the "Company") (NYSE: NCI), with an ownership of approximately 4.4% of the Company, today issued a statement regarding the Company's apparent delay in taking the steps to schedule and hold its 2018 Annual Meeting of Shareholders (the "Annual Meeting").    

Arnaud Ajdler, Managing Member of Engine Capital, said, "We are deeply concerned that Navigant may be seeking to delay holding its Annual Meeting, as the Company has yet to provide public notice of the record date or meeting date. Historically, the Company has held its annual meetings in mid-May going back to 2012, with a corresponding record date between March 25th and March 31st. Navigant set a record date of March 30, 2017 for last year's "virtual-only" annual shareholder meeting through a notification to Broadridge Financial Solutions on or around January 24, 2017. As of today, more than two months after the one-year anniversary of its notification to Broadridge of the 2017 record date, we understand that the Company has yet to provide Broadridge with notice of its 2018 record date. At this stage, given the SEC requirement that Navigant provide 20 business days' advance notice of the record date to banks and brokers, we believe the earliest the Company could possibly set the record date under applicable SEC and NYSE rules would be in May. We are troubled by this development and hope the Company is not delaying its annual meeting in an attempt to improperly perpetuate the status quo."

Mr. Ajdler continued, "We remain open to a constructive dialogue with the Company in order to avoid a proxy contest, but rather than engage with us, the Board has rejected our settlement offers out of hand and now appears to be delaying the shareholder vote on directors. We urge the Board not to pursue entrenchment tactics, such as delaying the annual meeting or seeking to unilaterally add self-selected directors in an effort to reactively appease other shareholders and avoid real change. We remain confident that our slate of highly qualified director candidates would, if elected, revitalize the Board and help put the Company on the right path towards delivering long-term shareholder value. We call on the Company to announce its 2018 Annual Meeting date without further delay."

ABOUT ENGINE CAPITAL

Engine Capital is a value-oriented special situations fund that invests both actively and passively in companies undergoing change.

Investor contacts:
Engine Capital, L.P.
Arnaud Ajdler
(212) 321-0048
[email protected] 

John Ferguson
Saratoga Proxy Consulting LLC
(212) 257-1311
[email protected]

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Engine Capital, L.P. ("Engine Capital"), together with the other participants named herein (collectively, "Engine"), intends to file a preliminary proxy statement and an accompanying GREEN proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2018 annual meeting of stockholders of Navigant Consulting, Inc., a Delaware corporation (the "Company").

ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A GREEN PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are expected to be Engine Capital, Engine Capital Management, LLC ("Engine Management"), Engine Jet Capital, L.P. ("Engine Jet"), Engine Airflow Capital, L.P. ("Engine Airflow"), Engine Investments, LLC ("Engine Investments"), Engine Investments II, LLC ("Engine Investments II"), Arnaud Ajdler, Brian Delle Donne, Paul J. Evans and Dominick J. Schiano and (collectively, the "Participants").

As of the date hereof, Engine Capital directly owned 589,196 shares of Common Stock, $0.01 par value (the "Common Stock") of the Company. As of the date hereof, Engine Jet directly owned 930,515 shares of Common Stock. As of the date hereof, Engine Airflow directly owned 516,637 shares of Common Stock. Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed the beneficial owner of the 1,519,711 shares of Common Stock owned directly by Engine Capital and Engine Jet. Engine Investments II, as the general partner of Engine Airflow, may be deemed the beneficial owner of the 516,637 shares of Common Stock owned directly by Engine Airflow. Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Airflow, may be deemed the beneficial owner of the 2,036,348 shares of Common Stock owned directly by Engine Capital, Engine Jet and Engine Airflow. Mr. Ajdler, as the Managing Member of each of Engine Management, Engine Investments and Engine Investments II, may be deemed to beneficially own the 2,036,348 shares of Common Stock directly owned by Engine Capital, Engine Jet and Engine Airflow. As of the date hereof, none of Messrs. Delle Donne, Evans and Schiano beneficially owned any shares of Common Stock.

SOURCE Engine Capital, L.P.