8-K - CACI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 17, 2024

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CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-31400	54-1345888
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)	12021 Sunset Hills Road<br><br>Reston, Virginia	20190
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(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)

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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).

Emerging growth company	o

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 17, 2024.

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:

Director Name	For	Against	Abstain	Broker Non-Votes
Michael A. Daniels	16,766,098	2,019,922	14,159	1,569,882
Lisa S. Disbrow	18,657,631	128,189	14,359	1,569,882
Susan M. Gordon	18,416,060	365,447	18,672	1,569,882
William L. Jews	18,403,935	382,053	14,191	1,569,882
Ryan D. McCarthy	15,749,433	3,031,397	19,349	1,569,882
John S. Mengucci	18,614,672	89,310	96,197	1,569,882
Scott C. Morrison	18,679,362	23,941	96,876	1,569,882
Philip O. Nolan	18,172,292	613,588	14,299	1,569,882
Debora A. Plunkett	18,449,411	336,458	14,310	1,569,882
Stanton D. Sloane	18,689,655	95,978	14,546	1,569,882
Charles L. Szews	18,650,157	53,281	96,741	1,569,882

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 2024 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

For	Against	Abstain	Broker Non-Votes
18,266,359	417,349	116,471	1,569,882

Proposal 3

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025:

For	Against	Abstain
19,597,800	755,378	16,883

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 23, 2024	By:	s/ J. William Koegel, Jr.
		J. William Koegel, Jr.
		Executive Vice President, General Counsel and Secretary