Form DEF 14A CACI INTERNATIONAL INC For: Sep 30

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SCHEDULE 14A

 

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant [X]

 

Filed by a Party other than the Registrant [   ] 

 

 

 

 

 

Check the appropriate box:

      

 

[   ]

      

Preliminary Proxy Statement

[   ] 

Soliciting Material Under Rule 14a-12

[   ]

 

Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))

 

 

[X]

 

Definitive Proxy Statement

 

[   ]

 

Definitive Additional Materials

 

 

 

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):

[X]

      

No fee required.

[   ]

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 30, 2021

Dear Fellow Shareholder:

I cordially invite you to attend our 2021 Annual Meeting of Shareholders on November 11, 2021, at 9:30 a.m., Eastern time. The annual meeting will be conducted online through a live webcast, which is often referred to as a “virtual meeting” of shareholders. Our digital format allows shareholders to participate safely, conveniently, and effectively. Shareholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/CACI2021.

The scheduled matters to be considered and acted on at the meeting are: the election of directors; a non-binding advisory vote to approve our named executive officers’ compensation; and ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

As a shareholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting online at the meeting if you wish to do so.

On behalf of the Board, management and CACI, I would also like to recognize and thank Dr. Warren R. Phillips and Mr. Charles P. Revoile for their service and valuable contributions to the Company over the years. The 2021 Annual Meeting of Shareholders will mark the conclusion of Dr. Phillips’ and Mr. Revoile’s terms as directors, both of whom have supported CACI for more than 40 years.  The Board extends our sincere appreciation for their exemplary service and wishes them all the best in the coming years. Their absence will be marked and we shall always value their immeasurable contributions.

 

Thank you for your cooperation and continued support and interest in CACI International Inc.

Sincerely,

Michael A. Daniels
Chairman of the Board

 

IMPORTANT: Even if you plan to attend the meeting, please complete, sign, date, and return promptly the form of proxy (you can vote via the Internet, by phone, or by using the return envelope if you received a physical copy) to ensure that your vote will be counted. You may vote online at the annual meeting if you so desire, even if you previously have sent in your proxy. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous ones.

 

 

 


 

 

 

 

Notice of 2021 Annual Meeting of Shareholders

 

Location:

 

Virtual meeting at www.virtualshareholdermeeting.com/CACI2021.

 

 

 

Date and Time:

 

Thursday, November 11, 2021, 9:30 a.m., Eastern time.

 

 

 

Items of Business:

 

(1)

Election of 11 nominees named in our proxy statement to our Board of Directors to hold office until the 2022 Annual Meeting or until their respective successors have been elected and qualified;

 

 

 

 

 

 

(2)

To approve on a non-binding, advisory basis the compensation of our named executive officers;

 

 

 

(3)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022; and

 

 

 

 

 

 

(4)

To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

 

 

 

 

Record Date:

 

Shareholders of record as of September 15, 2021 are entitled to vote at the 2021 Annual Meeting of Shareholders.

 

 

 

Attendance:

 

All shareholders are invited to attend the virtual meeting. If you wish to attend the meeting online, please review the instructions provided under “Meeting Information” on page 59 of our proxy statement.

 

 

 

Voting:

 

We encourage all shareholders to vote on the matters described in our proxy statement by Internet, phone or by using the return envelope if you received a physical copy. For additional instructions on voting your shares, please refer to the instructions under “Annual Meeting Information” on page 59 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com/events.

 

 

12021 Sunset Hills Road

Reston, Virginia 20190
(703) 841-7800
www.caci.com

By Order of the Board of Directors

 

 

J. WILLIAM KOEGEL, JR.
Secretary
September 30, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON NOVEMBER 11, 2021. Proxy materials are first being made available or mailed to our shareholders on or about September 30, 2021.  

 

 

 


 

Table of Contents

 

 


 

 

 

 

 

 

 


 

 

 

PROXY SUMMARY

 

This proxy statement summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about September 30, 2021. This is only a summary, and we encourage you to read the entire proxy statement carefully before voting.

 

 

Location:

 

Virtual meeting at www.virtualshareholdermeeting.com/CACI2021.

 

 

 

Date and Time:

 

Thursday, November 11, 2021, 9:30 a.m., Eastern time.

 

 

 

Record Date:

 

Shareholders of record as of September 15, 2021 are entitled to vote at the 2021 Annual Meeting of Shareholders.

 

 

 

Questions about the Annual Meeting:

 

We encourage you to review “Annual Meeting Information” beginning on page 59 of this proxy statement for answers to common questions on attendance, voting and the rules and procedures surrounding the Annual Meeting and the business to be conducted at the Annual Meeting.

 

 

Meeting Agenda and Voting Matters

 

 

Board Recommendation

Vote Requirement

Page

Election of 11 Directors named in the Proxy Statement

FOR each nominee

Majority of Votes Cast

56

Approval of Executive Compensation on an Advisory Basis

FOR

Majority of…

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Form DEF 14A CACI INTERNATIONAL INC For: Sep 30