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Booz Allen (NYSE: BAH) reports 2026 director, auditor and pay votes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corporation reported the final voting results from its July 22, 2026 annual meeting of stockholders. Stockholders voted on the election of ten directors, ratification of the independent auditor, an advisory vote on executive compensation, and an advisory vote on a stockholder proposal.

Each director nominee received millions of votes in favor, including 98,087,124 votes for Ryan P. Nolan and 97,963,948 votes for Debra L. Dial, with 10,504,435 broker non-votes for each. Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027 received 104,247,202 votes for and 4,501,720 against. The advisory vote on named executive officer compensation received 95,020,050 votes for and 3,130,575 against. The stockholder proposal received 27,497,839 votes for and 70,657,524 against, along with 10,504,435 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Ryan P. Nolan 98,087,124 votes For election as director at the July 22, 2026 annual meeting
Votes for auditor ratification 104,247,202 votes For ratifying Ernst & Young LLP as auditor for fiscal 2027
Votes against auditor ratification 4,501,720 votes Against ratifying Ernst & Young LLP as auditor for fiscal 2027
Votes for say-on-pay 95,020,050 votes For the advisory vote on named executive officer compensation
Votes against say-on-pay 3,130,575 votes Against the advisory vote on named executive officer compensation
Votes for stockholder proposal 27,497,839 votes For the non-binding advisory stockholder proposal
Votes against stockholder proposal 70,657,524 votes Against the non-binding advisory stockholder proposal
Broker Non-Votes regulatory
"Broker Non-Votes 10,504,435"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"Proposal 3: A non-binding advisory vote on the compensation program"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm regulatory
"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Compensation Discussion and Analysis regulatory
"as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement"
A compensation discussion and analysis is a section in corporate filings that explains how and why executives and other key employees are paid, linking pay choices to company goals, performance measures and risk controls. Investors use it like a company’s playbook for pay to judge whether incentives reward long-term value or encourage short-term risk-taking; clear explanations help assess alignment between management’s interests and shareholders’ returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What was voted on at Booz Allen (BAH)'s July 22, 2026 annual meeting?

Stockholders voted on ten director elections, ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027, an advisory say-on-pay vote, and an advisory vote on a separate stockholder proposal.

How did Booz Allen (BAH) stockholders vote on auditor ratification for fiscal 2027?

Stockholders cast 104,247,202 votes for and 4,501,720 votes against ratifying Ernst & Young LLP as Booz Allen’s independent registered public accounting firm for fiscal year 2027, with an additional 45,232 votes abstaining.

What were the Booz Allen (BAH) say-on-pay vote results for named executive officers?

In the advisory vote on executive compensation, stockholders cast 95,020,050 votes for and 3,130,575 votes against the compensation program for named executive officers, with 139,094 abstentions and 10,504,435 broker non-votes recorded.

How did Booz Allen (BAH) stockholders vote on the 2026 stockholder proposal?

The stockholder proposal received 27,497,839 votes for and 70,657,524 votes against, with 134,356 abstentions and 10,504,435 broker non-votes, based on the final voting results reported from the July 22, 2026 annual meeting.

How strong was support for Booz Allen (BAH) director nominee Ryan P. Nolan?

Director nominee Ryan P. Nolan received 98,087,124 votes for, 128,934 votes against, and 73,661 abstentions, along with 10,504,435 broker non-votes, according to the detailed voting results for the director elections.

Did Booz Allen (BAH) report broker non-votes at the 2026 annual meeting?

Yes. For the director elections, say-on-pay proposal, and the stockholder proposal, Booz Allen reported 10,504,435 broker non-votes in each case, indicating shares present but not voted on those particular matters.
0001443646False00014436462024-07-242024-07-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________ 
FORM 8-K
 ___________________________________
 
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2026 (July 22, 2026)
___________________________________
 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 ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common StockBAHNew 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
NomineesVotes ForVotes AgainstVotes AbstainedBroker Non-Votes
Debra L. Dial97,963,948250,27975,49210,504,435
Michèle A. Flournoy94,291,7173,924,92773,07510,504,435
Mark Gaumond96,437,1381,776,65175,93010,504,435
Ellen Jewett97,867,337347,24675,13610,504,435
Gretchen W. McClain96,865,6821,349,39674,64110,504,435
Ryan P. Nolan98,087,124128,93473,66110,504,435
Robert C. O'Brien
97,459,800756,22673,69310,504,435
Rory P. Read
97,410,668804,13774,91410,504,435
Horacio D. Rozanski96,247,6621,993,58148,47610,504,435
William M. Thornberry97,434,764778,05976,89610,504,435

Proposal 2:    The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027.

For104,247,202
Against4,501,720
Abstained45,232

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.

For95,020,050
Against3,130,575
Abstained139,094
Broker Non-Votes10,504,435
Proposal 4:    A non-binding advisory vote on a stockholder proposal.

For27,497,839
Against70,657,524
Abstained134,356
Broker Non-Votes10,504,435
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 



Exhibit
No.
  Description
104Cover 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
Date: July 24, 2026


Filing Exhibits & Attachments

3 documents