Date of Report (Date of earliest event reported): July 24, 2026 (July 22, 2026)
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Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter)
___________________________________
Delaware
001-34972
26-2634160
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8283 Greensboro Drive,
McLean,
Virginia
22102
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (703)902-5000
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Class A Common Stock
BAH
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Booz Allen Hamilton Holding Corporation (the “Company”) was held on July 22, 2026. The final voting results for each matter submitted to a vote of stockholders are set forth below.
Proposal 1: Election of Directors
Nominees
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
Debra L. Dial
97,963,948
250,279
75,492
10,504,435
Michèle A. Flournoy
94,291,717
3,924,927
73,075
10,504,435
Mark Gaumond
96,437,138
1,776,651
75,930
10,504,435
Ellen Jewett
97,867,337
347,246
75,136
10,504,435
Gretchen W. McClain
96,865,682
1,349,396
74,641
10,504,435
Ryan P. Nolan
98,087,124
128,934
73,661
10,504,435
Robert C. O'Brien
97,459,800
756,226
73,693
10,504,435
Rory P. Read
97,410,668
804,137
74,914
10,504,435
Horacio D. Rozanski
96,247,662
1,993,581
48,476
10,504,435
William M. Thornberry
97,434,764
778,059
76,896
10,504,435
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
For
104,247,202
Against
4,501,720
Abstained
45,232
Proposal 3: A non-binding advisory vote on the compensation program for the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement.
For
95,020,050
Against
3,130,575
Abstained
139,094
Broker Non-Votes
10,504,435
Proposal 4: A non-binding advisory vote on a stockholder proposal.
For
27,497,839
Against
70,657,524
Abstained
134,356
Broker Non-Votes
10,504,435
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Booz Allen Hamilton Holding Corporation
BY:
/s/ Jacob D. Bernstein
Jacob D. Bernstein
Vice President, Deputy General Counsel and Secretary