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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): July 29, 2025 (July 23, 2025)
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Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter)
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| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-34972 | | 26-2634160 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| |
| 8283 Greensboro Drive, | McLean, | Virginia | | | | 22102 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (703) 902-5000
___________________________________
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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 | Name of Each Exchange on Which Registered |
| Class A Common Stock | BAH | 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 Stockholders of Booz Allen Hamilton Holding Corporation (the “Company”) was held on July 23, 2025. The final voting results for each matter submitted to a vote of stockholders are set forth below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Proposal 1: Election of Directors | | | | | | | | |
| Nominees | | Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes | |
| Horacio D. Rozanski | 98,170,794 | | 4,957,022 | | 378,346 | | 8,488,444 | |
| Joan Lordi C. Amble | | 99,950,633 | | 3,504,393 | | 51,136 | | 8,488,444 | |
| Debra L. Dial | | 103,320,787 | | 130,468 | | 54,907 | | 8,488,444 | |
| Michèle A. Flournoy | 94,517,850 | | 8,919,766 | | 68,546 | | 8,488,444 | |
| Mark Gaumond | 101,375,113 | | 2,079,597 | | 51,452 | | 8,488,444 | |
| Ellen Jewett | | 102,623,778 | | 819,163 | | 63,221 | | 8,488,444 | |
| Arthur E. Johnson | | 99,928,950 | | 3,505,772 | | 71,440 | | 8,488,444 | |
| Gretchen W. McClain | | 98,091,119 | | 5,364,514 | | 50,529 | | 8,488,444 | |
Robert C. O'Brien | | 100,262,369 | | 3,193,211 | | 50,582 | | 8,488,444 | |
Rory P. Read | | 99,333,956 | | 4,121,647 | | 50,559 | | 8,488,444 | |
| Charles O. Rossotti | | 99,658,178 | | 3,686,618 | | 161,366 | | 8,488,444 | |
| William M. Thornberry | | 99,444,569 | | 4,011,259 | | 50,334 | | 8,488,444 | |
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| | | | | |
| For | 110,321,834 |
| Against | 1,610,226 |
| Abstained | 62,546 |
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 | 100,924,359 |
| Against | 2,205,648 |
| Abstained | 376,155 |
| Broker Non-Votes | 8,488,444 |
Proposal 4: A non-binding advisory vote on a stockholder proposal.
| | | | | |
| For | 13,351,733 |
| Against | 89,401,501 |
| Abstained | 752,928 |
| Broker Non-Votes | 8,488,444 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | | | | | | | |
Exhibit
No. | | Description | | |
| | | |
| 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.
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| |
| Booz Allen Hamilton Holding Corporation |
| |
| BY: | /s/ Jacob D. Bernstein |
| Jacob D. Bernstein |
| Vice President, Deputy General Counsel and Secretary |
Date: July 29, 2025