8-K
filed July 28, 2023, 7:59 PM ET
ticker BAH
CIK 0001443646
other material
confidence high
sentiment positive
materiality 0.55
Booz Allen stockholders approve 2023 Equity Incentive Plan, charter amendment, and elect directors
Booz Allen Hamilton Holding Corp
- Stockholders approved the 2023 Equity Incentive Plan, replacing the prior plan (105.3M for, 2.6M against).
- Approved Seventh Amended and Restated Certificate of Incorporation to limit officer liability per Delaware law (88.8M for, 19.1M against).
- Adopted amended and restated bylaws with updates to proxy, meeting notice, and universal proxy rule compliance.
- All 11 director nominees elected; Ralph Shrader received most votes against (4.5M) but passed with 103.5M for.
- Ratified Ernst & Young as FY2024 auditor (113.3M for); say-on-pay approved; frequency set at one year.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Booz Allen Hamilton Holding Corp: Amended and restated bylaws adopted with changes to stockholder meeting notice, proxies, voting lists, adjournment, stockholder proposals, and board meeting notice (effective 2023-07-26).
- Change
- bylaw amendment
- Effective
- 2023-07-26
Exact text from the filing
Additionally, on and as effective of July 26, 2023, the Company adopted the amended and restated bylaws (the “Amended and Restated Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Booz Allen Hamilton Holding Corp: Seventh amended and restated certificate of incorporation approved to limit officer liability and remove obsolete director class provisions (effective 2023-07-26).
- Change
- charter amendment
- Effective
- 2023-07-26
Exact text from the filing
On July 26, 2023 at the Annual Meeting, the holders of the Company’s Class A common stock approved the adoption of the seventh amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to limit the liability of certain officers of the Company in specific circumstances as permitted by recent amendments to Delaware law and to remove obsolete provisions related to classes of directors.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved A non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. at the 2023-07-26 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 4: A non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. One Year 106,331,662 Two Years 29,370 Three Years 1,626,507 Abstained 34,091 Broker Non-Votes 7,798,839
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved The approval of the 2023 Equity Incentive Plan. at the 2023-07-26 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 6: The approval of the 2023 Equity Incentive Plan. For 105,286,032 Against 2,645,356 Abstained 90,242 Broker Non-Votes 7,798,839
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved Election of Directors at the 2023-07-26 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 1: Election of Directors Nominees Votes For Votes Against Votes Abstained Broker Non-Votes Ralph W. Shrader 103,477,036 4,509,184 35,410 7,798,839 Horacio D. Rozanski 107,186,804 801,673 33,153 7,798,839 Joan Lordi C. Amble 106,146,607 1,829,291 45,732 7,798,839 Melody C. Barnes 107,352,024 627,630 41,976 7,798,839 Michèle A. Flournoy 106,414,185 1,562,003 45,442 7,798,839 Mark Gaumond 104,603,341 3,374,008 44,281 7,798,839 Ellen Jewett 107,791,034 187,032 43,564 7,798,839 Arthur E. Johnson 105,207,196 2,764,975 49,459 7,798,839 Gretchen W. McClain 106,853,022 1,126,683 41,925 7,798,839 Rory P. Read 107,885,295 89,991 46,344 7,798,839 Charles O. Rossotti 104,307,268 3,672,344 42,018 7,798,839
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved The approval of the adoption of the Seventh Amended and Restated Certificate of Incorporation to, among other things, limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. at the 2023-07-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 5: The approval of the adoption of the Seventh Amended and Restated Certificate of Incorporation to, among other things, limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. For 88,827,286 Against 19,146,321 Abstained 48,023 Broker Non-Votes 7,798,839
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved A non-binding advisory vote on the compensation program for the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement. at the 2023-07-26 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 3: A non-binding advisory vote on the compensation program for the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement. For 104,762,432 Against 3,160,587 Abstained 98,611 Broker Non-Votes 7,798,839
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Booz Allen Hamilton Holding Corp shareholders approved The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024. at the 2023-07-26 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-07-26
Exact text from the filing
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024. For 113,292,851 Against 2,496,689 Abstained 30,929
View on SEC.gov
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