January 4, 2017 Eric Orsic McDermott Will & Emery LLP
[email protected] Re: Huron Consulting Group Inc. Incoming letter dated December 13, 2016 Dear Mr. Orsic: This is in response to your letters dated December 13, 2016 and December 28, 2016 concerning the shareholder proposal submitted to Huron by Wayne E. Lipski. We also have received a letter from the proponent dated December 21, 2016. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf- noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Senior Special Counsel Enclosure cc: Wayne E. Lipski ***FISMA & OMB Memorandum M-07-16*** January 4, 2017 Response of the Office of Chief Counsel Division of Corporation Finance Re: Huron Consulting Group Inc. Incoming letter dated December 13, 2016 The first proposal recommends that “management immediately disengage PricewaterhouseCoopers as the company’s independent registered public accounting firm, and replace them with another Big 4 Accounting Firm.” The second proposal relates to the selection of the company’s auditor. There appears to be some basis for your view that Huron may exclude the first proposal under rule 14a-8(i)(9). In our view, the proposal directly conflicts with management’s proposal because a reasonable shareholder could not logically vote in favor of both proposals. Accordingly, we will not recommend enforcement action to the Commission if Huron omits the first proposal from its proxy materials in reliance on rule 14a-8(i)(9).