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ICF INTERNATIONAL, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 12, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

The 2014 Annual Meeting of Stockholders of ICF International, Inc. (the "Company") was held on Friday, June 6, 2014.

Set forth below are the matters acted upon by the Company's stockholders at the Annual Meeting, and the final voting results of each such matter.

1. Election of two (2) directors to serve for a term expiring at the Company's annual meeting in 2017:

Name Votes For Votes Withheld Broker Non-Votes(1) Total Edward H. Bersoff 17,282,343 337,691 1,236,845 18,856,879 Sudhakar Kesavan 17,361,464 258,570 1,236,845 18,856,879

2. Ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2014:

Votes For Votes Against Abstentions Broker Non-Votes (1) Total 18,707,240 137,368 12,271

0 18,856,879



3. Non-binding advisory vote regarding the Company's overall pay-for-performance executive compensation program:

Votes For Votes Against Abstentions Broker Non-Votes (1) Total 16,920,093 658,193 41,748 1,236,845 18,856,879

_____________________



(1) A broker non-vote occurs when a broker, bank or other nominee holding shares

for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.



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Source: Edgar Glimpses


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