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CACI Caci International Inc. - Registered Shares

Filed: 17 Nov 20, 9:31am

 

 

 

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 12, 2020

 

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 12, 2020.

 

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

20,433,027

175,561

13,638

1,897,814

Susan M. Gordon

20,581,988

27,634

12,604

1,897,814

William L. Jews

20,388,526

219,891

13,809

1,897,814

Gregory G. Johnson

20,175,561

433,712

12,953

1,897,814

J.P. London

20,134,049

464,257

23,920

1,897,814

John S. Mengucci

20,372,458

229,645

20,123

1,897,814

James L. Pavitt

20,320,637

287,490

14,099

1,897,814

Warren R. Phillips

18,105,942

2,501,244

15,040

1,897,814

Debora A. Plunkett

20,544,448

64,642

13,136

1,897,814

Charles P. Revoile

19,311,386

1,297,522

13,318

1,897,814

William S. Wallace

20,354,450

253,623

14,153

1,897,814

 

 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 2020 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

 

For

Against

Abstain

Broker Non-Votes

19,864,779

638,037

119,410

1,897,814

 

Proposal 3

 

Shareholders approved the amendment of the Company’s 2016 Amended and Restated Incentive Compensation Plan to authorize an additional 1,200,000 shares for issuance:

 

For

Against

Abstain

Broker Non-Votes

20,099,909

493,063

29,254

1,897,814

 

 

Proposal 4

 

Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021:

 

For

Against

Abstain

 

22,074,330

342,708

103,002

 

 


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 17, 2020

 

By:

/s/ J. William Koegel, Jr.

 

 

 

J. William Koegel, Jr.

 

 

 

Executive Vice President, General Counsel and Secretary