CACI International Files Proxy Statement

TL;DR

CACI proxy statement filed - shareholders vote on directors & pay soon.

AI Summary

CACI International Inc. filed a Definitive Additional Materials proxy statement on October 3, 2024. This filing relates to the company's annual meeting and likely contains information regarding director nominations, executive compensation, and other corporate governance matters for the fiscal year ending June 30, 2024. Shareholders will be asked to vote on these proposals.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and governance at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant new risks.

Key Players & Entities

• CACI INTERNATIONAL INC (company) — Registrant
• 0000016058-24-000151 (filing_id) — Accession Number
• 20241003 (date) — Filing Date
• 7038417800 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $313 — , CACI's share price has increased from $313 to $507 (the closing price on 10124.)
• $507 — share price has increased from $313 to $507 (the closing price on 10124.) Shareho

Filing Documents

• shareholderletter2024.htm (DEFA14A) — 26KB
• danielssignature.jpg (GRAPHIC) — 8KB
• image.jpg (GRAPHIC) — 13KB
• 0000016058-24-000151.txt ( ) — 57KB

From the Filing

Document 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 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 CACI INTERNATIONAL INC _________________________________________________________________________________________________ (Name of Registrant as Specified In Its Charter) _________________________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1 Title of each class of securities to which transaction applies 2 Aggregate number of securities to which transaction applies 3 Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) 4 Proposed maximum aggregate value of transaction 5 Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1 Amount Previously Paid 2 Form, Schedule or Registration Statement No. 3 Filing Party 4 Date Filed October 3, 2024 Dear Fellow Shareholders We write to you concerning CACI's 2024 Annual Meeting of Shareholders to be held on October 17, 2024 (the "Annual Meeting"). Institutional Shareholder Services Inc. ("ISS") recently issued an advisory report regarding the 2024 Annual Meeting in which ISS expressed a concern about the independence of Ryan McCarthy, a director nominee, based on ISS's internal independence assessment. ISS determined that Mr. McCarthy was not an independent director based on their standards because Mr. McCarthy provided consulting services to CACI, without considering any of the facts and circumstances related to the consulting arrangement. Those consulting services, in ISS' view we assume, amounted to either the provision of professional services or a material relationship with the Company that, to ISS, automatically disqualified Mr. McCarthy from independent status. ISS reached this conclusion despite their previous determinations that Mr. McCarthy was independent in 2022 and 2023 – years in which the very same consulting arrangement was in force and disclosed in CACI's Proxy Statements. As a result of ISS's new determination of Mr. McCarthy's non-independence and ISS's voting guidelines against non-independent directors serving on certain Board committees, ISS has recommended a vote "Against" Mr. McCarthy due to his service on CACI's Audit and Risk Committee and Corporate Governance and Nominating Committee. Consistent with ISS's previous independence determinations, we believe that Mr. McCarthy has served and will continue to serve as an independent director since his election in 2021 and that shareholders should vote "FOR" his election at the 2024 Annual Meeting for the following reasons The Board of Directors has annually reviewed the consulting relationship between Mr. McCarthy and CACI and determined that Mr. McCarthy was and remains independent pursuant to NYSE director independence standards. CACI has disclosed the compensation received by Mr. McCarthy pursuant to the consulting agreement since 2022 and ISS determined that Mr. McCarthy was independent and recommended shareholders vote "FOR" Mr. McCarthy in both 2022 and 2023. Since then, no material facts or disclosures have changed with respect to Mr. McCarthy's compensation or independence. Mr. McCarthy was compensated at a market rate for the services provided to CACI and the compensation received in exchange for such professional services is not of the type or magnitude that would affect Mr. McCarthy's ability to exercise his independent judgment and satisfy his fiduciary duties with respect to any matter before our Board or Committees. Mr. McCarthy has provided consulting services that far exceed the expectation and contributions for regular service as a Board member. He is, in short, a force multiplier. The consulting agreement with Mr. McCarthy allows senior CACI management to gain valuable insights in a manner apart from his role as a Director of CACI. The Company requests Mr. McCarthy to assist CACI in setting up meetings and explaining how we can ascertain information from the U.S. Army to s

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View this DEFA14A filing on SEC EDGAR