Booz Allen Hamilton Holding Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed on November 21, 2024, by Booz Allen Hamilton Holding Corporation. The report discloses corporate governance changes effective January 2, 2025, specifically regarding the Board of Directors.
Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from eleven to twelve members.
- New Appointment: Debra L. Dial was appointed as a new director, effective January 2, 2025.
- Committee Assignment: Ms. Dial has been appointed to the Audit Committee.
- Term: Ms. Dial will serve until the 2025 annual meeting of stockholders.
Compensation and Governance Details
Ms. Dial will receive a pro rata portion of the standard director compensation for the period of August 1, 2024, through July 31, 2025. The standard compensation package totals $345,000, structured as follows:
- $225,000 in restricted shares of Class A Common Stock.
- $120,000 in cash, restricted stock, or a combination thereof, at the director's election.
The Company will also enter into an indemnification agreement with Ms. Dial, covering liabilities arising from her service as a director.
Key Facts for Investor Verification
- Confirm the effective date of the Board expansion (January 2, 2025).
- Verify Ms. Dial's background and qualifications for the Audit Committee role.
- Review the specific terms of the indemnification agreement filed as Exhibit 10.23 to the 2010 Form S-1.
- Note that this filing contains no financial results or operational guidance.