CACI International Inc.

10/25/2023 | Press release | Distributed by Public on 10/25/2023 05:13

Submission of Matters to a Vote of Security Holders - Form 8-K

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