Booz Allen Hamilton Holding Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held on July 23, 2025. The filing was submitted on July 29, 2025. The Company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol BAH.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to corporate governance voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Proposal 1: Election of Directors All 12 nominees were elected. Votes ranged from approximately 94.5 million for Michèle A. Flournoy to 103.3 million for Debra L. Dial. Broker non-votes totaled 8,488,444 for all director nominees.
- Proposal 2: Ratification of Auditors Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026. Votes For: 110,321,834; Votes Against: 1,610,226.
- Proposal 3: Executive Compensation (Say-on-Pay) The non-binding advisory vote on executive compensation was approved. Votes For: 100,924,359; Votes Against: 2,205,648.
- Proposal 4: Stockholder Proposal A non-binding advisory vote on a stockholder proposal was defeated. Votes For: 13,351,733; Votes Against: 89,401,501.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the final voting tallies for the annual meeting.
Key Facts for Investor Verification
- Verify the specific content of the defeated stockholder proposal (Proposal 4) in the accompanying Proxy Statement to understand the nature of the dissent.
- Confirm the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review the full Proxy Statement for details on the executive compensation program approved in Proposal 3.
- Note that the audit firm for fiscal year 2026 has been ratified as Ernst & Young LLP.