Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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"):
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Director Name
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For
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Against
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Abstain
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Broker Non-Votes
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Michael A. Daniels
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18,105,810
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1,143,735
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23,164
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1,450,603
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Lisa S. Disbrow
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18,580,371
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669,836
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22,502
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1,450,603
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Susan M. Gordon
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18,586,683
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662,276
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23,750
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1,450,603
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William L. Jews
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18,941,405
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308,496
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22,808
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1,450,603
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Gregory G. Johnson
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16,471,125
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2,767,541
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34,043
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1,450,603
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Ryan D. McCarthy
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17,171,429
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2,078,108
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23,172
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1,450,603
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John S. Mengucci
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19,055,870
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202,459
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14,380
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1,450,603
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Philip O. Nolan
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18,563,664
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686,365
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22,680
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1,450,603
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Debora A. Plunkett
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18,159,012
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1,089,634
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24,063
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1,450,603
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Stanton D. Sloane
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19,193,263
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56,765
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22,681
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1,450,603
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William S. Wallace
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18,463,878
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787,368
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21,463
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1,450,603
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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18,032,401
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1,219,900
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20,408
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1,450,603
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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:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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18,673,974
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7,244
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577,166
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14,325
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1,450,603
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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:
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For
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Against
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Abstain
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19,870,474
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832,710
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20,128
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