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Section 1: 8-K (FORM 8-K)

caci-8k_20191114.htm
false CACI INTERNATIONAL INC /DE/ 0000016058 0000016058 2019-11-14 2019-11-14

 

 

 

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 14, 2019

 

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))

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 November 14, 2019.

 

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

 

Michael A. Daniels

20,337,926

232,746

11,379

1,827,731

William L. Jews

20,558,404

51,567

12,080

1,827,731

Gregory G. Johnson

20,336,864

273,763

11,424

1,827,731

J.P. London

20,349,027

262,401

10,623

1,827,731

John S. Mengucci

20,479,168

132,330

10,553

1,827,731

James L. Pavitt

20,364,018

246,857

11,176

1,827,731

Warren R. Phillips

18,284,533

2,325,469

12,049

1,827,731

Debora A. Plunkett

20,562,185

49,973

9,983

1,827,731

Charles P. Revoile

19,254,405

1,355,567

12,079

1,827,731

William S. Wallace

20,470,811

140,097

11,143

1,827,731

 

 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 2019 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

 

For

Against

Abstain

Broker Non-Votes

19,901,305

659,281

61,465

1,827,731

 

Proposal 3

 

Shareholders approved an amendment to the Company’s 2002 Employee Stock Purchase Plan:

 

For

Against

Abstain

Broker Non-Votes

20,574,453

27,435

20,163

1,827,731

 

Proposal 4

 

Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020:

 

For

Against

Abstain

 

21,987,796

447,123

14,863

 

 

 


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 20, 2019

 

By:

/s/ J. William Koegel, Jr.

 

 

 

J. William Koegel, Jr.

 

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

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