CACI International Inc.

10/22/2025 | Press release | Distributed by Public on 10/22/2025 11:37

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As described in Item 5.07 below, on October 16, 2025, the shareholders of CACI International Inc (the "Company") approved the Company's 2025 Incentive Compensation Plan (the "2025 Plan"). A description of the material terms of the 2025 Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 5, 2025 (the "Proxy Statement"), as supplemented by the Company on September 29, 2025, and is incorporated herein by reference. As of the effective date of the 2025 Plan, no further awards will be granted under the Company's 2016 Amended and Restated Incentive Compensation Plan.
The description of the 2025 Plan in this Current Report on Form 8-K does not purport to be a complete description of all provisions of the 2025 Plan and is qualified in its entirety by reference to the full text of the 2025 Plan, which is filed herewith as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on October 16, 2025.
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:
Director Name For Against Abstain Broker Non-Votes
Lisa S. Disbrow 17,356,109 1,244,380 11,351 1,601,304
Susan M. Gordon 18,468,487 125,747 17,606 1,601,304
William L. Jews 18,157,643 442,195 12,002 1,601,304
Ryan D. McCarthy 16,721,378 1,878,242 12,220 1,601,304
John S. Mengucci 18,552,533 48,513 10,794 1,601,304
Scott C. Morrison 18,555,401 44,723 11,716 1,601,304
Philip O. Nolan 18,018,599 581,400 11,841 1,601,304
Debora A. Plunkett 17,485,647 1,114,883 11,310 1,601,304
Stanton D. Sloane 18,545,014 54,649 12,177 1,601,304
Charles L. Szews 18,062,961 537,195 11,684 1,601,304
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 2025 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:
For Against Abstain Broker Non-Votes
17,611,682 965,909 34,249 1,601,304
Proposal 3
Shareholders approved the 2025 Plan:
For Against Abstain Broker Non-Votes
17,750,993 833,817 27,030 1,601,304
Proposal 4
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026:
For Against Abstain
19,629,748 568,027 15,369
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