CACI shareholders elect 10 directors, approve pay

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Form Type

8-K

Rhea-AI Filing Summary

CACI International Inc. reported final voting results: ten director nominees—Lisa S. Disbrow, Michael Gilday, Susan M. Gordon, David F. Keffer, John S. Mengucci, Scott C. Morrison, Philip O. Nolan, Debora A. Plunkett, Stanton D. Sloane and Charles L. Szews—were elected. Shareholders approved, on an advisory basis, compensation for named executive officers and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2027. The compensation proposal received 17,309,703 votes for, 1,240,939 against and 37,829 abstentions; auditor ratification received 20,008,303 votes for, 130,325 against and 12,418 abstentions. J. William Koegel, Jr., Executive Vice President, General Counsel and Secretary, signed the report.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Director nominees elected: 10 nominees Executive compensation votes for: 17,309,703 votes Executive compensation votes against: 1,240,939 votes +5 more

8 metrics

Director nominees elected 10 nominees Board election results

Executive compensation votes for 17,309,703 votes Advisory compensation proposal

Executive compensation votes against 1,240,939 votes Advisory compensation proposal

Executive compensation abstentions 37,829 votes Advisory compensation proposal

Executive compensation broker non-votes 1,562,575 votes Advisory compensation proposal

Auditor ratification votes for 20,008,303 votes Fiscal year 2027 auditor ratification

Auditor ratification votes against 130,325 votes Fiscal year 2027 auditor ratification

Auditor ratification abstentions 12,418 votes Fiscal year 2027 auditor ratification

Key Terms

advisory basis, broker non-votes, independent registered public accounting firm

3 terms

advisory basis regulatory

"approved, on an advisory basis, the compensation"

broker non-votes regulatory

"1,562,575 broker non-votes"

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.

independent registered public accounting firm regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors did CACI shareholders elect?

Shareholders elected ten nominees: Lisa S. Disbrow, Michael Gilday, Susan M. Gordon, David F. Keffer, John S. Mengucci, Scott C. Morrison, Philip O. Nolan, Debora A. Plunkett, Stanton D. Sloane and Charles L. Szews.

How did CACI shareholders vote on executive compensation and the auditor?

Shareholders approved named executive officer compensation on an advisory basis, with 17,309,703 votes for, 1,240,939 against and 37,829 abstentions. They ratified PricewaterhouseCoopers LLP as auditor for fiscal year 2027, with 20,008,303 votes for, 130,325 against and 12,418 abstentions.

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

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Available on EDGAR 10/21/2026 - 02:33 PM EDT Accepted by SEC EDGAR 10/21/2026 - 02:32 PM EDT

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): October 15, 2026

_________________________________________

CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

_________________________________________


Delaware	001-31400	54-1345888
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11487 Sunset Hills Road Reston, Virginia						20190
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 841-7800

12021 Sunset Hills Road

Reston, Virginia 20190

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________

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 (see General Instructions A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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
Common Stock	CACI	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			o

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 o


Item 5.07						Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on October 15, 2026.

The results detailed below represent the final voting results:

Proposal 1

The following ten nominees were elected to the Board of Directors of the Company:


Director Name	For	Against	Abstain	Broker Non-Votes
Lisa S. Disbrow	17,892,695	687,511	8,265	1,562,575
Michael Gilday	18,515,621	62,784	10,066	1,562,575
Susan M. Gordon	18,440,730	135,887	11,854	1,562,575
David F. Keffer	18,559,292	19,233	9,946	1,562,575
John S. Mengucci	18,431,505	44,167	112,799	1,562,575
Scott C. Morrison	18,441,475	137,854	9,142	1,562,575
Philip O. Nolan	18,188,545	390,780	9,146	1,562,575
Debora A. Plunkett	17,235,126	1,342,946	10,399	1,562,575
Stanton D. Sloane	18,410,915	168,602	8,954	1,562,575
Charles L. Szews	18,512,847	66,119	9,505	1,562,575

Proposal 2

Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2026 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:


For	Against	Abstain	Broker Non-Votes
17,309,703	1,240,939	37,829	1,562,575

Proposal 3

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027:


For	Against	Abstain
20,008,303	130,325	12,418

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 thereunto duly authorized.


	CACI International Inc

Date: October 21, 2026	By:	/s/ J. William Koegel, Jr.

		J. William Koegel, Jr.
		Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

CACI shareholders elect 10 directors, approve pay

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

FAQ

Which directors did CACI shareholders elect?

How did CACI shareholders vote on executive compensation and the auditor?

Filing Exhibits & Attachments

Other Documents

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