caci-8k_20171116.htm

 

 

 

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): November 16, 2017

 

CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-31400

54-1345888

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1100 N. Glebe Road

Arlington, Virginia

 

22201

(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))

 

 

 

 


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 November 16, 2017. The results detailed below represent the final voting results:

 

Proposal 1

 

The following ten nominees were elected to the Board of Directors of the Company (the “Board”):

 

Director Name

For

Against

Abstain

Broker Non-Votes

Kenneth Asbury

20,919,103

82,477

4,638

1,654,314

Michael A. Daniels

20,740,423

260,723

5,072

1,654,314

James S. Gilmore III

20,940,126

60,352

5,740

1,654,314

William L. Jews

20,941,377

59,808

5,033

1,654,314

Gregory G. Johnson

20,915,604

85,549

5,065

1,654,314

J.P. London

20,901,474

98,362

6,382

1,654,314

James L. Pavitt

20,942,260

57,745

6,213

1,654,314

Warren R. Phillips

18,129,704

2,870,766

5,748

1,654,314

Charles P. Revoile

20,076,800

923,671

5,747

1,654,314

William S. Wallace

20,943,383

57,406

5,429

1,654,314

 

 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 2017 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

 

For

Against

Abstain

Broker Non-Votes

20,744,654

202,518

59,046

1,654,314

 

Proposal 3

 

Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018:

 

For

Against

Abstain

Broker Non-Votes

22,349,118

301,386

10,028

 

Proposal 4

 

Shareholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers:

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

 

15,846,103

14,434

5,129,966

15,715

1,654,314

 

 

The Company has determined that, consistent with the Board’s recommendation and the vote of the shareholders, it will hold annual votes on the compensation of the Company’s named executive officers until the next vote on the frequency of shareholder votes on the compensation of executives is conducted (which would be at the 2023 Annual Meeting of Shareholders unless presented earlier).

 


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: November 21, 2017

 

By:

/s/ J. William Koegel, Jr.

 

 

 

J. William Koegel, Jr.

 

 

 

Executive Vice President, General Counsel and Secretary