CACI International Inc Files 8-K: Director Changes & Officer Compensation

TL;DR

CACI's 8-K drops: director shuffle, exec pay changes, and shareholder votes incoming.

AI Summary

On October 16, 2025, CACI International Inc filed an 8-K report detailing several key events. These include the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on CACI's corporate governance and executive compensation, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, which typically carry a low inherent risk.

Key Players & Entities

• CACI International Inc (company) — Registrant
• October 16, 2025 (date) — Date of earliest event reported
• 0000016058-25-000082 (filing_id) — Accession Number

FAQ

Filing Documents

• caci-20251016.htm (8-K) — 50KB
• 0000016058-25-000082.txt ( ) — 163KB
• caci-20251016.xsd (EX-101.SCH) — 2KB
• caci-20251016_lab.xml (EX-101.LAB) — 21KB
• caci-20251016_pre.xml (EX-101.PRE) — 12KB
• caci-20251016_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

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

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit Number Description 10.1 CACI International Inc 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of the Company's Form S-8 filed on October 17, 2025) . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR