-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KtrwApjS3mitOQJY925cnibV2ek+SJoZtyh4HLwQisjWIjj2truhlABIlUgghcw6 8YRMh4vZv+YBvdfkgnLEQA== 0000016058-99-000032.txt : 19991111 0000016058-99-000032.hdr.sgml : 19991111 ACCESSION NUMBER: 0000016058-99-000032 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CACI INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000016058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541345888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-08401 FILM NUMBER: 99745843 BUSINESS ADDRESS: STREET 1: 1100 N GLEBE ST CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7038417800 MAIL ADDRESS: STREET 1: 1100 NORTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: CACI INC /DE/ DATE OF NAME CHANGE: 19870119 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ANALYSIS CENTERS INC DATE OF NAME CHANGE: 19730102 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA ANALYSIS CENTER INC DATE OF NAME CHANGE: 19680603 DEFA14A 1

[Form of information sheet directed to specific recipients]

CACI INTERNATIONAL INC CORPORATE GOVERNANCE SUMMARY

I.   Absence of Anti-Takeover Devices:

  • No poison pill
  • No staggered board
  • A single class of voting stock
  • Shareholder action by consent authorized

II.   A High Level of Director Independence

  • Nine of ten present directors are outsiders
  • Ten of eleven management candidates for election are outsiders
  • The Audit and Compensation Committees are composed entirely of outsiders
  • As reflected in proxy statements, the Company engages in very few transactions with Directors outside of standard Board duties
  • A dissident shareholder has been on the Board since December, 1993

III.   Board Processes Employ Institutionalized Best Practices

  • At each organizational meeting the Board is briefed by outside counsel on its fiduciary duties and standard of care under Delaware law
  • Each Director is required to sign a Director's Code of Business Ethics and Conduct
  • The Audit and Compensation Committees each have a charter and annually review performance against such charter
  • Periodic engagement of financial advisors to study alternatives available for enhancing shareholder value (1992, 1995 and 1999)
  • Regular consultation with outside counsel and financial advisors in assessing significant corporate actions (for example, during calendar 1999, the Board has held twelve (12) special meetings to address issues raised by expressions of interest in purchasing the Company. Outside counsel has participated in all twelve (12) of the meetings, and Investment Bankers have participated in ten (10) of such meetings).
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