caci-20250905

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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☐			Soliciting Material Pursuant to §240.14a-12

CACI INTERNATIONAL INC

_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________
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September 5, 2025

Dear Fellow Shareholder:

I cordially invite you to attend our 2025 Annual Meeting of Shareholders on October 16, 2025, at 9:30 a.m., Eastern time. The annual meeting will be conducted online through a live webcast, which is often referred to as a “virtual meeting” of shareholders. Our digital format allows shareholders to participate safely, conveniently, and effectively. Shareholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/CACI2025.

The scheduled matters to be considered and acted on at the meeting are: the election of directors; a non-binding advisory vote to approve our named executive officers’ compensation; approval of the CACI International Inc 2025 Incentive Compensation Plan; and ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2026. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

As a shareholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting online at the meeting if you wish to do so.

Thank you for your cooperation and continued support and interest in CACI International Inc.

Sincerely,

Lisa S. Disbrow

Chair of the Board

IMPORTANT: Even if you plan to attend the meeting, please complete, sign, date, and return promptly the form of proxy (you can vote via the Internet, by phone, or by using the return envelope if you received a physical copy) to ensure that your vote will be counted. You may vote online at the annual meeting if you so desire, even if you previously have sent in your proxy. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous ones.

Notice of 2025 Annual Meeting of Shareholders


Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2025.

Date and Time:	Thursday, October 16, 2025, 9:30 a.m., Eastern time.

Items of Business:	(1)	Election of 10 nominees named in our proxy statement to our Board of Directors to hold office until the 2026 Annual Meeting or until their respective successors have been elected and qualified;
	(2)	To approve on a non-binding, advisory basis the compensation of our named executive officers;
	(3)	To approve the CACI International Inc 2025 Incentive Compensation Plan;
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2026; and
	(5)	To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

Record Date:	Shareholders of record as of August 25, 2025 are entitled to vote at the 2025 Annual Meeting of Shareholders.

Attendance:	All shareholders are invited to attend the virtual meeting. If you wish to attend the meeting online, please review the instructions provided under “Meeting Information” on page 68 of our proxy statement.

Voting:	We encourage all shareholders to vote on the matters described in our proxy statement by Internet, phone or by using the return envelope if you received a physical copy. For additional instructions on voting your shares, please refer to the instructions under “Annual Meeting Information” on page 68 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com/events.


12021 Sunset Hills Road Reston, Virginia 20190 (703) 841-7800 www.caci.com			By Order of the Board of Directors

			J. WILLIAM KOEGEL, JR. Secretary September 5, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON OCTOBER 16, 2025. Proxy materials are first being made available or mailed to our shareholders on or about September 5, 2025.

TABLE OF CONTENTS


PROXY SUMMARY			1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			6

Board of Directors			6
Director Nomination Procedures			6
Board Composition			6
20 2 5 Nominees for Director			9
Executive Officers			13
CORPORATE GOVERNANCE			14

Governance Framework			14
Structure			14
Primary Governance Documents			14
Board of Directors			15
Board Leadership			15
Committee Membership and Attendance			16
Committee Responsibilities			16
Board and Committee Independence			18
Annual Board Evaluations			18
Risk Oversight			18
Succession Planning			19
Shareholder and Interested Party Communications with Directors			19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			20

Related Party Transactions			20
Compensation Committee Interlocks and Insider Participation			20
SECURITIES OWNERSHIP			21

Principal Shareholders			21
Directors and Management			22
DELINQUENT SECTION 16(A) REPORTS			22
EXECUTIVE COMPENSATION			23

Compensation Discussion and Analysis			23
Compensation Committee Report			39
Executive Compensation Tables			40
Summary Compensation Table			40
Grants of Plan-Based Awards			42

SEC Form DEF 14A filed by CACI International Inc.