8-K
CACI INTERNATIONAL INC /DE/ (CACI)
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 20, 2022
CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-31400 | 54-1345888 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 12021 Sunset Hills Road<br><br><br>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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 | ☐ |
|---|
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 ☐
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 20, 2022.
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 | 19,615,407 | 392,953 | 24,752 | 1,346,227 |
| Lisa S. Disbrow | 19,256,423 | 752,626 | 24,063 | 1,346,227 |
| Susan M. Gordon | 19,670,143 | 338,904 | 24,065 | 1,346,227 |
| William L. Jews | 19,602,118 | 406,656 | 24,338 | 1,346,227 |
| Gregory G. Johnson | 19,211,107 | 797,284 | 24,721 | 1,346,227 |
| Ryan D. McCarthy | 19,863,396 | 25,865 | 143,851 | 1,346,227 |
| John S. Mengucci | 19,883,302 | 121,150 | 28,660 | 1,346,227 |
| Philip O. Nolan | 19,879,255 | 129,301 | 24,556 | 1,346,227 |
| James L. Pavitt | 19,646,726 | 361,113 | 25,273 | 1,346,227 |
| Debora A. Plunkett | 19,150,310 | 858,571 | 24,231 | 1,346,227 |
| William S. Wallace | 19,649,331 | 359,172 | 24,609 | 1,346,227 |
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 2022 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 19,102,585 | 890,601 | 39,926 | 1,346,227 |
Proposal 3
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023:
| For | Against | Abstain |
|---|---|---|
| 20,886,321 | 456,527 | 36,491 |
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 24, 2022 | By: | /s/ J. William Koegel, Jr. |
| J. William Koegel, Jr. | ||
| Executive Vice President, General Counsel and Secretary |