CACI International (CACI) adds Michael Gilday and David Keffer to board

Rhea-AI Filing Summary

CACI International Inc reported changes to its board of directors. On December 24, 2025, William L. Jews informed the company he will resign from the board effective December 31, 2025, and his resignation is stated not to result from any disagreement regarding the company’s operations, policies, or practices.

On December 29, 2025, the board appointed Michael Gilday and David Keffer as directors effective January 1, 2026, filling the vacancies created by Mr. Jews’ resignation and the earlier passing of director Michael A. Daniels. The board determined both new directors meet New York Stock Exchange independence requirements and are independent of the company. They will serve initial terms expiring at the next annual meeting of shareholders, receive the standard non‑employee director compensation, and there are no related‑party arrangements requiring disclosure.

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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): December 24, 2025

_________________________________________

CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

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

12021 Sunset Hills Road Reston, Virginia						20190
(Address of Principal Executive Offices)						(Zip Code)

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

Not Applicable

(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(s)			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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 24, 2025, William L. Jews notified CACI International Inc (the “Company”) of his intention to resign from the board of directors of the Company (the “Board”) effective December 31, 2025. Mr. Jews’ resignation was not the result of a disagreement on any matter related to the Company’s operations, policies or practices.

On December 29, 2025, the Board appointed Michael Gilday and David Keffer to the Board effective January 1, 2026 to fill the vacancies that resulted from Mr. Jews’ resignation and the passing of Michael A. Daniels (as reported on July 15, 2025).

The Board has determined that Mr. Gilday and Mr. Keffer meet the applicable independence requirements of the New York Stock Exchange and are independent of the Company. Mr. Gilday and Mr. Keffer will serve initial terms that expire at the Company’s next annual meeting of shareholders.

There are no arrangements or understandings between Mr. Gilday and Mr. Keffer and any other person pursuant to which they were elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Mr. Gilday and Mr. Keffer will be compensated in accordance with the Company’s compensation program for its non-employee directors as disclosed in the Company’s proxy statements.

A copy of the press release announcing the appointments is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

Exhibit Number						Description
99.1						Press Release dated December 30, 2025.
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.

			CACI International Inc
Date: December 30, 2025			By:			s/ J. William Koegel, Jr.
						J. William Koegel, Jr.
						Executive Vice President, General Counsel and Secretary

FAQ

What board change did CACI (CACI) disclose in this 8-K?

CACI disclosed that William L. Jews notified the company on December 24, 2025 of his intention to resign from the board of directors effective December 31, 2025.

Why is William L. Jews resigning from the CACI (CACI) board?

The company states that Mr. Jews’ resignation was not the result of a disagreement on any matter related to CACI’s operations, policies, or practices.

Who are the new directors appointed to the CACI (CACI) board?

On December 29, 2025, the board appointed Michael Gilday and David Keffer as directors, effective January 1, 2026, to fill vacancies created by Mr. Jews’ resignation and the passing of Michael A. Daniels.

Are the new CACI (CACI) directors considered independent?

The board determined that Michael Gilday and David Keffer meet the applicable New York Stock Exchange independence requirements and are independent of the company.

How long will the new CACI (CACI) directors serve in their initial terms?

Mr. Gilday and Mr. Keffer will serve initial terms that expire at CACI’s next annual meeting of shareholders.

Do the new CACI (CACI) directors have any related-party arrangements?

CACI states there are no arrangements or understandings with any other person regarding their election and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.

How will the new non-employee directors of CACI (CACI) be compensated?

Mr. Gilday and Mr. Keffer will be compensated according to CACI’s existing compensation program for non-employee directors, as described in the company’s proxy statements.