0000016058FALSE00000160582023-08-152023-08-15
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
Date of Report (Date of earliest event reported): October 19, 2023
_________________________________________
CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
_________________________________________
| | | | | | | | |
| Delaware | 001-31400 | 54-1345888 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | |
12021 Sunset Hills Road Reston, Virginia | | 20190 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (703) 841-7800
Not Applicable
(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 (see General Instructions A.2. below):
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | 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(s) | Name of each exchange on which registered |
| Common Stock | CACI | New York Stock Exchange |
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).
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 o
| | | | | | | | |
| Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of CACI International Inc (the “Company”), for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on October 19, 2023.
The results detailed below represent the final voting results:
Proposal 1
The following eleven nominees were elected to the Board of Directors of the Company (the “Board”):
| | | | | | | | | | | | | | |
| Director Name | For | Against | Abstain | Broker Non-Votes |
| Michael A. Daniels | 18,105,810 | 1,143,735 | 23,164 | 1,450,603 |
| Lisa S. Disbrow | 18,580,371 | 669,836 | 22,502 | 1,450,603 |
| Susan M. Gordon | 18,586,683 | 662,276 | 23,750 | 1,450,603 |
| William L. Jews | 18,941,405 | 308,496 | 22,808 | 1,450,603 |
| Gregory G. Johnson | 16,471,125 | 2,767,541 | 34,043 | 1,450,603 |
| Ryan D. McCarthy | 17,171,429 | 2,078,108 | 23,172 | 1,450,603 |
| John S. Mengucci | 19,055,870 | 202,459 | 14,380 | 1,450,603 |
| Philip O. Nolan | 18,563,664 | 686,365 | 22,680 | 1,450,603 |
| Debora A. Plunkett | 18,159,012 | 1,089,634 | 24,063 | 1,450,603 |
| Stanton D. Sloane | 19,193,263 | 56,765 | 22,681 | 1,450,603 |
| William S. Wallace | 18,463,878 | 787,368 | 21,463 | 1,450,603 |
Proposal 2
Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2023 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 18,032,401 | 1,219,900 | 20,408 | 1,450,603 |
Proposal 3
Shareholders approved, on an advisory basis, a frequency of one year for future advisory shareholder votes on the compensation of our named executive officers:
| | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 18,673,974 | 7,244 | 577,166 | 14,325 | 1,450,603 |
Based on the results set forth above, consistent with the Board’s recommendation, the Board has determined to hold annual advisory votes on the compensation of our executive officers until the next required vote on the frequency of shareholder votes on the compensation of executive officers.
Proposal 4
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024:
| | | | | | | | |
| For | Against | Abstain |
| 19,870,474 | 832,710 | 20,128 |
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 thereunto duly authorized.
| | | | | | | | |
| CACI International Inc |
| | |
| Date: October 25, 2023 | By: | s/ J. William Koegel, Jr. |
| | |
| | J. William Koegel, Jr. |
| | Executive Vice President, General Counsel and Secretary |