Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 8-K, Received: 08/01/2014 16:15:26)


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 31, 2014  
___________________________________
  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:
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))








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

(a)     The annual meeting of stockholders of Booz Allen Hamilton Holding Corporation (the “Company”) was held on July 31, 2014.

(b)    The stockholders elected all of the Company’s nominees for director; approved the advisory vote on the compensation of the Company's Named Executive Officers; approved the Second Amended and Restated Equity Incentive Plan; approved the Amended and Restated Annual Incentive Plan; approved the Third Amended and Restated Certificate of Incorporation and conversion of Class B non-voting common stock and Class C restricted common stock into Class A common stock; and ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the Company’s fiscal year 2015. The stockholders voted on these matters as follows:

Proposal 1: Election of Directors

Nominees
Votes For
Votes Withheld
Broker Non-Votes
Ralph W. Shrader
106,025,926

19,257,757

15,189,928

Joan Lordi C. Amble
124,508,798

774,885

15,189,928

Peter Clare
98,920,729

26,362,954

15,189,928

Philip A. Odeen
123,796,427

1,487,256

15,189,928



Proposal 2: 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 (a "say-on-pay" vote).

For
124,185,061

Against
337,816

Abstain
760,806

Broker Non-Votes
15,189,928


Proposal 3: The approval of the Second Amended and Restated Equity Incentive Plan of the Company.

For
97,825,970

Against
27,198,280

Abstain
259,433

Broker Non-Votes
15,189,928


Proposal 4: The approval of the Amended and Restated Annual Incentive Plan of the Company.

For
113,273,674

Against
11,751,516

Abstain
258,493

Broker Non-Votes
15,189,928


Proposal 5: The adoption of the Third Amended and Restated Certificate of Incorporation and conversion of Class B non-voting common stock and Class C restricted common stock into Class A common stock.






For
124,447,645

Against
101,177

Abstain
734,861

Broker Non-Votes
15,189,928


Proposal 6: The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2015.

For
140,169,710

Against
68,504

Abstain
235,397








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/ Nancy J. Laben
Nancy J. Laben
Executive Vice President and General Counsel
Date: August 1, 2014