CACI International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CACI
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2025
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(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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)
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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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 o
| 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 | ||||||
| Item 9.01 | Financial Statement and Exhibits. | |||||||
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| CACI International Inc | ||||||||
| Date: October 22, 2025 | By: | s/ J. William Koegel, Jr. | ||||||
| J. William Koegel, Jr. | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||