CACI International Inc. files proxy materials

TL;DR

CACI Intl. filed proxy docs, shareholders vote soon.

AI Summary

CACI International Inc. filed a Definitive Additional Materials proxy statement on September 29, 2025. This filing relates to the company's annual meeting and is a follow-up to previous proxy materials. The document is filed under the Securities Exchange Act of 1934, with CACI International Inc. as the registrant.

Why It Matters

This filing provides shareholders with important information regarding CACI International Inc.'s annual meeting, including details relevant to voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• CACI INTERNATIONAL INC (company) — Registrant
• 0001628280-25-043133.txt (document) — Filing document identifier
• 20250929 (date) — Filing date

FAQ

Filing Documents

• shareholderletterseptember.htm (DEFA14A) — 149KB
• image_0.jpg (GRAPHIC) — 16KB
• image_43.jpg (GRAPHIC) — 12KB
• 0001628280-25-043133.txt ( ) — 189KB

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 September 29, 2025 Dear Shareholders, This letter (the "Supplement") supplements the definitive proxy statement on Schedule 14A (the "Proxy Statement") that CACI International Inc (the "Company," "we," "us," or "our") filed with the Securities and Exchange Commission on September 5, 2025, in connection with our 2025 Annual Meeting of Shareholders (the "Annual Meeting") to be held on October 16, 2025. The purpose of this Supplement is to provide updated information regarding Proposal 3, Approval of CACI International Inc Incentive Compensation Plan. Except as specifically amended or supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote. Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. Revisions to the 2025 Plan On September 19, 2025, Institutional Shareholder Services Inc. ("ISS") issued their Proxy Analysis Benchmark Policy Voting Recommendations (the "ISS Report") related to our Annual Meeting. The ISS Report recommended a vote in favor of all proposals included in the Proxy Statement, except for Proposal 3 relating to our proposed 2025 Incentive Compensation Plan (the "2025 Plan"), which ISS recommended a vote against. Among the reasons given by ISS for its negative recommendation was the determination by ISS that the shareholder value transfer, or SVT, exceeded applicable ISS SVT benchmarks. After careful consideration of the concerns raised by ISS, the Compensation Committee of our Board of Directors amended the 2025 Plan to eliminate the addition of 200,000 "new" shares to the shares available for issuance under the 2025 Plan. As a result, if shareholders approve Proposal 3, the shares available for issuance under the 2025 Plan would be the number of shares that remain available under the existing 2016 Amended and Restated Incentive Compensation Plan (the "2016 Plan") as of the effective date of the 2025 Plan and any shares subject to outstanding awards under the 2016 Plan that expire, terminate unexercised, become unexercisable, are forfeited, terminated, surrendered or canceled after the effective date of the 2025 Plan. An amended copy of the 2025 Plan is attached to this Supplement as Appendix A and replaces the copy of the Plan attached to our definitive proxy statement. Impact on Dilution ("Overhang") We want to assure shareholders that the 2025 Plan, as amended, will not increase potential dilution. Overhang, which measures potential dilution, is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards and the denominator is the sum of the numerator plus the total number of shares outstanding). "Overhang" would remain unchanged at approximately 5.35% if shareholders approve Proposal 3 (based on shares outstanding as of August 29, 2025). Proxy Voting Your Vote is Important Please Vote "FOR" Proposal 3.

View Full Filing

View this DEFA14A filing on SEC EDGAR