CACI investors back 2025 plan, say-on-pay and auditor ratification

Rhea-AI Filing Summary

CACI International Inc reported the final results of its Annual Meeting held on October 16, 2025 and confirmed shareholder approval of the Company’s 2025 Incentive Compensation Plan. With the 2025 Plan effective, no further awards will be granted under the 2016 Amended and Restated Incentive Compensation Plan.

Shareholders elected ten directors. They also approved, on an advisory basis, executive compensation with 17,611,682 votes for, 965,909 against, and 34,249 abstentions. The 2025 Incentive Compensation Plan was approved with 17,750,993 votes for, 833,817 against, and 27,030 abstentions. Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 with 19,629,748 votes for, 568,027 against, and 15,369 abstentions.

The 2025 Plan’s full text was filed as Exhibit 10.1 and is incorporated by reference.

Insights

Corporate Governance Analyst

Shareholders approved a new incentive plan, elected directors, affirmed pay, and ratified the auditor, reinforcing governance continuity with limited immediate financial impact.

Shareholders of CACI International Inc approved the 2025 Incentive Compensation Plan on October 16, 2025, and ended new grants under the 2016 plan. This refresh authorizes future awards under a current framework, keeping compensation programs operable without break. Ten directors were elected with disclosed vote totals, and the advisory vote on named executive officer compensation received approval.

These outcomes maintain board composition and confirm the existing compensation approach. The filing does not quantify plan economics, so direct financial effects cannot be assessed here. Auditor ratification of PricewaterhouseCoopers LLP for fiscal year 2026 supports continuity in external financial reporting and controls oversight.

Watch for subsequent disclosures that detail awards granted under the 2025 plan and related expense impacts in upcoming periodic reports and the next proxy. The plan becomes the sole vehicle for new awards after this meeting date, so compensation-related activity will track to this plan through at least FY2026. The auditor appointment applies to fiscal year 2026; any changes would appear in future filings if they occur.

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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): October 16, 2025

_________________________________________

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.)

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.

As described in Item 5.07 below, on October 16, 2025, the shareholders of CACI International Inc (the “Company”) approved the Company’s 2025 Incentive Compensation Plan (the “2025 Plan”). A description of the material terms of the 2025 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 5, 2025 (the “Proxy Statement”), as supplemented by the Company on September 29, 2025, and is incorporated herein by reference. As of the effective date of the 2025 Plan, no further awards will be granted under the Company’s 2016 Amended and Restated Incentive Compensation Plan.

The description of the 2025 Plan in this Current Report on Form 8-K does not purport to be a complete description of all provisions of the 2025 Plan and is qualified in its entirety by reference to the full text of the 2025 Plan, which is filed herewith as Exhibit 10.1 and incorporated into this Item 5.02 by reference.

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 16, 2025.

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			17,356,109			1,244,380			11,351			1,601,304
Susan M. Gordon			18,468,487			125,747			17,606			1,601,304
William L. Jews			18,157,643			442,195			12,002			1,601,304
Ryan D. McCarthy			16,721,378			1,878,242			12,220			1,601,304
John S. Mengucci			18,552,533			48,513			10,794			1,601,304
Scott C. Morrison			18,555,401			44,723			11,716			1,601,304
Philip O. Nolan			18,018,599			581,400			11,841			1,601,304
Debora A. Plunkett			17,485,647			1,114,883			11,310			1,601,304
Stanton D. Sloane			18,545,014			54,649			12,177			1,601,304
Charles L. Szews			18,062,961			537,195			11,684			1,601,304

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 2025 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

For			Against			Abstain			Broker Non-Votes
17,611,682			965,909			34,249			1,601,304

Proposal 3

Shareholders approved the 2025 Plan:

For			Against			Abstain			Broker Non-Votes
17,750,993			833,817			27,030			1,601,304

Proposal 4

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

For			Against			Abstain
19,629,748			568,027			15,369

Item 9.01 Financial Statement and Exhibits.

Exhibit Number						Description
10.1						CACI International Inc 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed on October 17, 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: October 22, 2025			By:			s/ J. William Koegel, Jr.
						J. William Koegel, Jr.
						Executive Vice President, General Counsel and Secretary

FAQ

What did CACI (CACI) shareholders approve at the 2025 annual meeting?

They approved the 2025 Incentive Compensation Plan and ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026.

How did CACI (CACI) shareholders vote on the 2025 Incentive Compensation Plan?

Votes were 17,750,993 for, 833,817 against, and 27,030 abstentions.

What was the CACI (CACI) say-on-pay vote result?

Advisory approval of executive compensation: 17,611,682 for, 965,909 against, 34,249 abstentions.

Which audit firm was ratified by CACI (CACI) shareholders?

PricewaterhouseCoopers LLP was ratified for fiscal year 2026 with 19,629,748 votes for and 568,027 against.

What happens to CACI’s 2016 Incentive Plan after the vote?

No further awards will be granted under the 2016 Amended and Restated Incentive Compensation Plan as the 2025 Plan becomes effective.

How many directors did CACI (CACI) shareholders elect?

Ten directors were elected at the meeting.