(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

---

2.	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019;

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; and

---

---

---

---

---

---

Admission:

Annual meeting admission is limited to our registered and beneficial stockholders as of the record date and persons holding valid proxies from stockholders. Admission to our annual meeting requires proof of your stock ownership as of the record date, and valid, government-issued identification. See "Important Information about Annual Meeting and Proxy Procedures" on page 57 for additional information.

---

◦	$103.4 million in quarterly dividends — three regular dividends of $0.17 per share each; and one regular dividend of $0.19 per share

◦	$269.6 million for the repurchase of 7.6 million shares of Class A common stock

•	In February of 2018, the Board increased the quarterly dividend by 12%, effective in the fourth quarter of fiscal year 2018.

•	During fiscal year 2018, our stock price increased by 9% with a total stockholder return of approximately 12%.

---

---

•	Ten of our 11 directors are independent and the Audit, Compensation, and Nominating and Corporate Governance Committees are 100% independent.

•	We provide for a majority voting standard in our bylaws for the election of directors in uncontested elections, with the requirement that any incumbent director nominee who does not receive a majority of the votes validly cast in an uncontested election tender his or her resignation, subject to acceptance by the Board of Directors.

•	Diverse Board of Directors in terms of gender, ethnicity, experience, and skills.

•	On average, our directors attended approximately 88% of the Board of Directors meetings and 88% of committee meetings.

•	The Board of Directors held regular executive sessions of non-management directors.

•	The Board of Directors conducts an annual discussion on management succession planning.

•	We prohibit short sales and derivative transactions in our equity and hedging of our stock.

•	Equity awards include a provision for the recoupment of equity-based compensation in the event of misconduct leading to a financial restatement.

•	Our investor relations team and management regularly engage with current and potential stockholders.

•	No poison pill in place.

•	Executive officer and director stock ownership guidelines.

•	Annual Board and Committee evaluations and self-assessments.

•	We place restrictions on the number of other public company boards on which our directors may serve in order to prevent overboarding.

•	We continue to utilize a partnership-style compensation model that fosters a culture of collaboration and long-term ownership mindset that encourages our executives to think and act in the best interests of the Company. The spirit of collective ingenuity is paramount to our success and underscores our commitment to inclusion, collaboration, and service.

•

We are a values-driven organization with a guiding purpose to empower people to change the world. Our executives are committed to bold thinking, holding themselves and those around them accountable to act with integrity, and realizing positive change in all the work we do. Our executive compensation program is intrinsically tied to our purpose and values. We believe our executives are motivated to act in the best interests of the Company with an emphasis on problem solving, passionate service, and collective ingenuity across markets, clients, and opportunities.

•

Together with our Compensation Committee, we are committed to designing a compensation program that aligns the interests of our executives with the long-term interests of our stockholders. We continuously seek to evolve our approach and stay connected with the views of our stockholders. As we shared in our CD&A last year, we implemented several enhancements to our compensation program to further link our executives’ rewards package with the long-term interests of our stockholders, including a long-term performance-based component to our program, where a portion of our executives’ compensation is tied to the achievement of multi-year performance goals. For more details on our compensation program, please see our discussion in the CD&A beginning with the Executive Summary on page 26.

•	During our fiscal year 2018, approximately $916.2 million was subcontracted to various small and small-disadvantaged businesses, representing approximately 65.6% of subcontracted spending.

•	Maintained six active mentor-protégé agreements with small businesses through various federal Mentor-Protégé programs.

•	Continued as a FIRST® (For Inspiration and Recognition of Science and Technology) Strategic Partner with multifaceted support spanning all FIRST programs, including employees serving as team mentors, event volunteers, and regional/affiliate advisors. FIRST is inspiring and developing future innovators, engineers, scientists, and technologists in grades K-12 in more than 85 countries.

---

•

Co-sponsored, with Kaggle and in partnership with the National Cancer Institute, the National Data Science Bowl, which focused on using algorithms and machine intelligence to better detect lung cancer, which strikes 225,000 Americans every year and accounts for $12 billion in health care costs. Nearly 400 teams participated from around the world to develop detection algorithms for one of the most complex data sets ever used by Kaggle.

•	Our largest corporate financial contributions and pro bono consulting projects supported programs related to military families and veterans, STEM initiatives, and health causes. Employees logged more than 66,200 hours of volunteerism for community organizations.

•

Ranked #2 by The Military Times as a top employer for veterans, and named one of only 37 companies by Military Times as Best for Vets overall. Earned Silver ranking in G.I. Jobs list of Military-Friendly employers. Ranked #6 by Forbes Magazine Annual Best Employers for Veterans rankings — now rated in top 10 for 5 years running. Winner of National Military Spouse Employment Award from the U.S. Chamber of Commerce Hiring Our Heroes program.

•

Partnered with Student Veterans of America (SVA) to become the exclusive Cyber representative on their newly formed business council. Launched online Challenge program with SVA to ask veterans to create their own “Cyber Solutions for Business” ideas. The winner was announced at SVA’s annual NatCon, with over 2000 veterans in attendance. The winner received a cash prize and a chance to visit The Booz Allen Innovation Center to meet with cyber experts.

•

Continued a partnership with SEED SPOT, a nonprofit dedicated to helping entrepreneurs develop solutions to problems through incubator programs. Through sponsorship and by providing employees to serve as mentors, the firm focuses on improving veteran healthcare, supporting military families, and promoting women in STEM (science, technology, engineering, and mathematics) through new social impact initiatives.

•

From across the firm—as far away as Asia and the Middle East—the people of Booz Allen supported their colleagues and communities affected by the string of hurricanes in the fall of 2017. In five weeks, employees donated nearly 2,000 hours of paid time off and more than $200,000. When combined with a corporate and foundation match, the Booz Allen community raised nearly $350,000 for six disaster relief organizations.

---

---

---

---

---

---

---

---

---

•	Identifies and classifies into tiers the top risks facing the business;

•	Discusses and evaluates the Company’s risk appetite with respect to different types of operational risk; and

•	Develops action plans to mitigate and monitor risk.

•

Audit Committee: The Audit Committee is regularly updated by the Chief Legal Officer, Chief Ethics and Compliance Officer, Director of Internal Audit, Chief Information Officer, and Chief Information Security Officer and receives regular reports concerning the status of the Company's ethics and compliance program, internal controls over financial reporting and other operational compliance areas, and significant communications from the Company's regulators. The Audit Committee also leads the Board's efforts with respect to the oversight of cybersecurity risk.

---

•	Compensation Committee: The Compensation Committee is responsible for overseeing risks related to the Company's executive compensation policies and practices.

•	Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee oversees risks arising from the Company's governance processes.

---

---

---

---

---

(1)

This column represents the grant date fair value of the stock awards granted to our directors in fiscal year 2018. Where the stock awards were the result of voluntary elections to receive cash retainers in stock, the value reflected in the Stock Awards column represents only the excess of the fair market value of the stock awards over the cash retainer amount paid if in the form of stock. The aggregate fair value of the awards was computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 18 to our financial statements for the fiscal year ended March 31, 2018, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the director.

(2)	Ms. Amble elected to receive her annual retainer in the form of restricted stock, and was granted a total of 6,428 shares of restricted stock in lieu of the annual retainer and for her annual equity grant. The grant date fair market value of the shares was $210,003, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(3)	Ms. Barnes elected to receive her annual retainer in the form of cash, and was granted a total of 3,674 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $120,030, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(4)	Mr. Clare elected to receive his annual retainer in the form of restricted stock, and was granted a total of 6,428 shares of restricted stock in lieu of his annual retainer and for his annual equity grant. The grant date fair market value of the shares was $210,003, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(5)	Mr. Fujiyama elected to receive his annual retainer in the form of restricted stock, and was granted a total of 6,428 shares of restricted stock in lieu of his annual retainer and for his annual equity grant. The grant date fair market value of the shares was $210,003, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(6)

Mr. Gaumond elected to receive his annual retainer in the form of cash and his additional payment for service as the chair of the Audit Committee in the form of restricted stock, and was awarded a total of 4,592 shares of restricted stock in lieu of $30,000 for the chair retainer and for his annual equity grant. The grant date fair market value of the shares was $150,021, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(7)	Mr. Johnson elected to receive his annual retainer in the form of cash, and was awarded 3,674 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $120,030, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(8)	Ms. McClain elected to receive her annual retainer in the form of restricted stock, and was granted a total of 6,428 shares of restricted stock in lieu of the annual retainer and for her annual equity grant. The grant date fair market value of the shares was $210,003, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(9)

Mr. Odeen elected to receive his annual retainer in the form of cash and his additional payment for service as the chair of the Compensation Committee in the form of restricted stock. He was awarded a total of 4,133 shares of restricted stock for the remaining part of his annual retainer and for his annual equity grant. The grant date fair market value of the shares was $135,025, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(10)	Mr. Rossotti elected to receive his annual retainer in the form of restricted stock, and was granted a total of 6,428 shares of restricted stock in lieu of the annual retainer and for his annual equity grant. The grant date fair market value of the shares was $210,003, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(11)	Dr. Shrader elected to receive his annual retainer as Chairman in the form of cash, and was awarded 3,674 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $120,030, based on the $32.67 closing price of our stock on the August 10, 2017 grant date.

(12)	The following table sets forth the aggregate number of equity awards outstanding at the end of fiscal year 2018.

---

(a)	The shares of restricted stock in this column all vest on July 31, 2018.

---

---

*	Represents beneficial ownership of less than 1%.

---

(1)	Includes 10,000 shares that Mr. Rossotti has the right to acquire through the exercise of options.

(2)	Includes 143,628 shares that Mr. Rozanski has the right to acquire through the exercise of options and 12,384 shares issuable upon settlement of restricted stock units.

(3)	Dr. Shrader shares investment power and voting power with his wife, Mrs. Janice W. Shrader, for 1,486,090 shares in the Ralph W. Shrader Revocable Trust.

(4)	Includes 100,552 shares that Ms. Dahut has the right to acquire through the exercise of options and 9,172 shares issuable upon settlement of restricted stock units.

(5)	Includes 10,552 shares that Mr. Howell has the right to acquire through the exercise of options and 9,172 shares issuable upon settlement of restricted stock units.

(6)	Includes 81,000 shares that Mr. Logue has the right to acquire through the exercise of options and 11,574 shares issuable upon settlement of restricted stock units.

(7)	Includes 95,211 shares that Ms. Penfield has the right to acquire through the exercise of options and 5,591 shares issuable upon settlement of restricted stock units.

(8)	Includes 790,973 shares that the directors and executive officers, in aggregate, have the right to acquire through the exercise of options and 82,422 shares issuable upon settlement of restricted stock units.

(1)

The Vanguard Group has filed with the Securities and Exchange Commission a Schedule 13G/A dated February 8, 2018, which reports the beneficial ownership of 14,652,512 shares of Class A common stock by it as of December 31, 2017. As reported in the Schedule 13G/A, The Vanguard Group had sole voting power with respect to 80,444 shares of our Class A common stock, sole dispositive power with respect to 14,567,876 shares of our Class A common stock, shared voting power with respect to 15,410 shares of our Class A common stock and shared dispositive power with respect to 84,636 shares of our Class A common stock.

(2)

T. Rowe Price Associates, Inc. has filed with the Securities and Exchange Commission a Schedule 13G dated February 14, 2018, which reports the beneficial ownership of 10,320,137 shares of Class A common stock by it as of December 31, 2017. As reported in the Schedule 13G, T. Rowe Price Associates, Inc. had sole voting power with respect to 2,068,660 shares of our Class A common stock and sole dispositive power with respect to 10,320,137 shares of our Class A common stock.

---

---

•	Align executives' compensation with our long-term strategy and performance, as well as the creation of long-term stockholder value.

•	Attract and retain top talent from across the global marketplace who will continue to propel us forward for the future.

•	Support our partnership-style culture which differentiates our ability to come to market as an institution rather than as individuals, fosters a culture of collaboration among our leaders, and encourages rapid and efficient deployment of our people across clients and opportunities.

---

•	Our stock price increased by 9% and total stockholder return was approximately 12% during fiscal year 2018.

•	During fiscal year 2018, we declared and paid $103.4 million in recurring dividends to stockholders—three regular dividends of $0.17 per share each, and one regular dividend of $0.19 per share.

•

The dividend rate was increased by 12%, effective in the fourth quarter of fiscal year 2018. As of March 31, 2018, we had $197.9 million remaining in our share repurchase authorization. Following the Board’s approval of an increase to the Company’s share repurchase authorization, the Company had approximately $493.7 million of shares of common stock remaining under its share repurchase authorization as of May 24, 2018.

•	We expect to declare and pay regular quarterly cash dividends in the future. However, the actual declaration of any such future dividends and the establishment of the per share amounts, record dates, and payment dates are subject to the discretion of the Board, which will take into consideration future earnings, cash flows, financial requirements, and other factors.

•	During fiscal year 2018, we repurchased 7.6 million shares for $269.6 million.

•	Fiscal year 2018 marked the third consecutive year of top-line revenue growth.

•	Continued focus on investments in markets, capabilities, and people is positioning Booz Allen Hamilton for sustainable quality growth.

•	Full year revenue up 6% to $6.2 billion

•	Adjusted EBITDA increased 7% to $584.8 million

•	Adjusted Diluted EPS increased 15% to $2.01

•	Total backlog increased 18% to $16.0 billion

•	Free cash flow was $290.7 million in fiscal year 2018

---

•	Implemented performance restricted stock units as a key component of our long-term incentive plan, tied to top-line and bottom-line Company financial objectives with a three-year performance cycle for our executives, including our named executive officers.

•	Increased annual equity compensation grant amounts, delivered in both time-vested and long-term performance-vested components.

•	Retained our unique point-based compensation structure for annual performance bonus calculation.

•	Paid the annual performance bonus entirely in cash, rather than a mix of cash and equity, due to the changes we made in our long-term incentive program.

•	Increased equity ownership requirements for our CEO and our other named executive officers.

•	Eliminated certain perquisites for our named executive officers, specifically reimbursement for club dues and the tax gross-up on Company-paid life insurance premiums.

---

•	Company size: Organizations with revenues approximately 0.5x to 2.0x of our revenue, with peer median revenue approximating Company revenue, with flexibility outside of this range to accommodate organizations that are a good match from a business perspective.

•	Industry: Includes government services organizations and other "comparables" that our Investor Relations department tracks and other organizations that benchmark to our Company.

---

•	Further evolution of our executive compensation strategy and market alignment

•	Benchmarking and analysis of our CEO and other named executive officers' fiscal year 2019 compensation

•	CEO to median employee pay ratio methodology and calculation

•	Impact of the Tax Cuts and Jobs Act of 2017 on executive compensation, specifically related to our long-term incentive performance plan

---

---

•	Annual Grants

•	New Hire / Advancement Grants

•	Time RSUs: Settle into shares of Class A common stock in three equal installments over three years. In addition to a service requirement, the fiscal year 2018 grants for the named executive officers include a performance provision that the Company generate net income as reported in the Company’s audited financial statements for any of the three fiscal years of the vest schedule.

•	Performance RSUs: We incorporated a performance-based long-term incentive program to:

–	Focus executives on the financial metrics we believe represent value-added growth and profitability

–	Align the personal financial interests of executives with interests of long-term stockholders

–	Reward executives for achieving positive Company performance and penalize for under performance

–	Attract and retain top-talent executives who bring extensive knowledge and expertise to the Company

•	“Value Added Revenue” or “VAR” is defined as revenue less billable expenses, and will be adjusted (a) to account for material acquisitions or divestitures during the performance period that represent more than 5% of operating income before taxes as reported in the Company’s financial statements (but shall not be

---

•	“Cumulative Value Added Revenue” or “Cumulative VAR” is defined as the cumulative Value Added Revenue for the three full fiscal years in the performance period.

•

“Adjusted Diluted Earnings Per Share” or “ADEPS” is defined as adjusted net income divided by the Company’s fully diluted outstanding shares for the applicable fiscal year, (i) as reported within the Reconciliation of Adjusted Net Income and Adjusted Diluted EPS to Net Income and Diluted Earnings Per Share attributable to the Company (or similarly titled nonGAAP reconciliation table) as presented in the Company’s financial statements, and (ii) will be adjusted (a) to account for material acquisitions or divestitures during the performance period that represent more than 5% of operating income before taxes as reported in the Company’s financial statements; (b) to account for the cumulative impact of accounting changes; (c) to account for the impact of a government shutdown during the performance period; (d) to account for special or extraordinary cash dividends or distributions by adjusting the number of fully diluted outstanding shares used for purposes of the calculation of ADEPS as if the Company had used the total amount of the special or extraordinary cash dividend or distribution paid to the stockholders to repurchase shares of Common Stock on the date of the special or extraordinary dividend or distribution (with the number of shares repurchased based on the closing price of the Common Stock on the last trading day prior to the record date of the special or extraordinary dividend or distribution); and (e) to exclude the impact of any other extraordinary, unusual or nonrecurring events as described or identified in the Company’s audited financial statements, notes to financial statements or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year.

•	“Cumulative Adjusted Diluted Earnings Per Share” or “Cumulative ADEPS” is defined as the cumulative Adjusted Diluted Earnings Per Share for the three full fiscal years in the performance period.

---

(1)	Grant date fair value of equity granted as part of the fiscal year 2017 bonus - time-vested RSUs, including 20% premium

(2)	Grant date fair value of equity granted under the fiscal year 2018 redesigned executive compensation structure - time-vested RSUs

(3)	Grant date fair value of equity granted under the fiscal year 2018 redesigned executive compensation structure - performance-vested RSUs at target levels

---

---

---

•	in the event of an accounting restatement due to material non-compliance with any financial reporting requirements under the securities laws with respect to individuals who engage in misconduct or gross negligence that results in a restatement of our financial statements,

•	with respect to individuals subjected to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, and,

•	to the extent that, based on erroneous data, any award or payment is in excess of what would have been paid under the accounting restatement during the three-year period preceding the date on which a financial restatement is required, current or former executives, or as otherwise required under applicable laws or regulations.

---

---

---

(1)	Each year is a reflection of our fiscal year which runs from April 1 to March 31. For example, 2018 reflects fiscal 2018 - April 1, 2017 to March 31, 2018.

(2)

This column represents the aggregate grant date value of restricted stock units granted on July 3, 2017 as part of the fiscal year 2017 annual incentive. This column also includes the aggregate grant date value of the annual time and performance restricted stock units granted on May 19, 2017 under our redesigned executive compensation program. See “Compensation Discussion and Analysis -- Compensation Elements - Long-Term Equity Incentives" for details regarding these grants. The aggregate fair value of the awards was computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 18 to our financial statements for the fiscal year ended March 31, 2018, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the executive. Assuming achievement of the highest performance conditions for the performance restricted stock units granted on May 19, 2017, the grant date fair value would be: Mr. Rozanski, $2,209,990; Mr. Howell, $1,049,956; Ms. Dahut, $1,049,956; Mr. Logue, $749,989; and Ms. Penfield, $774,938.

(3)

This column reflects the aggregate grant date value of options granted on May 19, 2017 to Mr. Howell and Mses. Dahut and Penfield, as reflected in the Grants of Plan Based Awards table below, upon advancement and increase in scope of role. See “Compensation Discussion and Analysis -- Compensation Elements - Long-Term Equity Incentives.” The aggregate fair value of the awards was computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 18 to our financial statements for the fiscal year ended March 31, 2018, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the executive.

(4)

This column reflects the fiscal year 2018 annual cash incentive bonus program, which provides awards based on the achievement of corporate performance objectives. The amount reported in the Summary Compensation Table is with respect to the year in which the bonus is earned. See “Compensation Discussion and Analysis - Compensation Elements - Annual Cash Incentive” for additional detail regarding the annual performance bonus program.

(5)	This column reflects the change in value of the cash retirement benefit accrued under the Officers' Retirement Plan for each of our named executive officers.

(6)	Ms. Penfield was not a named executive officer in fiscal year 2016 or 2017.

(7)	The table below describes the elements included in All Other Compensation.

---

(a)	Represents retirement plan contributions paid by the Company to the named executive officers as described above under “Compensation Discussion and Analysis — Compensation Elements — Retirement Benefits.”

(b)

Includes: dental, supplemental medical (Mr. Howell $14,351, Mr. Logue $14,351), accident insurance, and personal excess liability coverage. This column also includes milestone anniversary awards for Messrs. Rozanski and Logue and Ms. Dahut, security services for Mr. Rozanski ($119,737), Ms. Dahut ($47,318), and Ms. Penfield ($16,364), and vehicle parking for Messrs. Rozanski and Howell and Mses. Dahut and Penfield.

---

(1)

Reflects the portion of the target and maximum bonus levels for fiscal year 2018 under our annual performance bonus plan, which provides awards based on the achievement of corporate performance objectives, payable in cash. The annual performance bonus plan is described more fully under “Compensation Discussion and Analysis - Compensation Elements - Annual Cash Incentive.” Non-equity incentive plan awards have no minimum threshold payouts. The maximum payout for the annual bonus is equal to 200% of target. The actual cash bonuses paid for fiscal year 2018 are reflected in the Summary Compensation Table.

(2)

Reflects the actual number of restricted stock units grants under our Annual Incentive Plan during fiscal year 2018, which occurred on July 3, 2017, with respect to fiscal year 2017 performance under our legacy executive compensation program. Restricted stock units granted in July 2017 will vest ratably over a three-year period on March 31 of each year based on continued employment, subject to certain exceptions. Also reflects the target number of time restricted stock units and performance restricted stock units granted on May 19, 2017 under our redesigned executive compensation program. The time-vested restricted stock units include a performance condition that the Company generate net income as reported in the Company’s audited financial statements for any of the three fiscal years of the vest schedule in order for any of the time-based restricted stock units to vest. The maximum payout for the performance-vested restricted stock units is equal to 200% of target, and threshold payout is 25% of target. The performance restricted stock units are based on the Company's performance against ADEPS (75% weighting) and VAR (25% weighting) based on cumulative performance over a three year period. See “Compensation Discussion and Analysis -- Compensation Elements - Long-Term Equity Incentives" for details regarding these grants.

(1)	The options were granted pursuant to the Equity Incentive Plan and will vest and become exercisable, subject to the continued employment of the named executive officer, on the date set forth in the table below. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.

---

(2)

The named executive officers’ restricted stock and restricted stock units will vest on the dates set forth in the table below. The restricted stock and restricted stock units become fully vested upon certain change in control events, unless otherwise determined by our Compensation Committee. Includes restricted stock units with respect to which performance goals were satisfied as of March 31, 2018.

(3)	Market value has been determined based on the fair market value of our common stock on March 29, 2018 of $38.72.

(4)	Exercise price reflects adjustment in connection with $6.50 special dividend paid in August 2012.

(5)

The table below reflects the vesting opportunity for the fiscal year 2018 performance restricted stock unit grants assuming achievement of target performance for the named executive officers. Vesting opportunity ranges from 0-200% based on actual performance during the three-year performance period compared to the three year cumulative ADEPS and VAR performance goals. Upon a change in control, the performance restricted stock units will remain outstanding and will vest on the vesting date at target performance levels, subject to the continued employment or service of the Participant by the Company or any Subsidiary thereof through such date, but without regard to achievement of any Performance Goals; provided, that, if the Participant’s employment or service is terminated by the Company without cause or for good reason within two years following the effective date of the Change in Control, such outstanding restricted stock units will vest as of the date of termination.

(6)	Market value has been determined based on threshold performance which is 25% of the target grant amount, rounded down to the nearest whole share, using the fair market value of our common stock on March 29, 2018 of $38.72.

(1)	Option Award ($) value realized is calculated based on the fair market value of our common stock less exercise cost at time of exercise.

(2)	Stock Award ($) value realized is calculated based on fair market value on the applicable vesting date of June 30, 2017 and March 31, 2018, respectively. This column includes the value of the portion of the May 19, 2017 time-based restricted stock unit grants that vested on March 31, 2018 and settled on May 23, 2018 (fiscal year 2019).

---

(1)

The present value of accumulated benefits has been calculated in a manner consistent with our reporting of the Retired Officers’ Bonus Plan under FASB ASC 715-30, using the Accumulated Benefit Obligation with the exception of the retirement rate assumptions. The amounts shown above reflect an assumption that each participant collects his or her benefit at the earliest age at which an unreduced benefit is available.

---

---

---

(1)	Each named executive officer is eligible for transition pay under our Transition Policy upon an involuntary termination equal to four months of base pay, plus one additional month for each year of service as an executive, up to a maximum of 12 months’ base pay.

---

(2)

This column includes the value of the equity with accelerated vesting calculated using $38.72, the closing fair market value of our common stock on March 29, 2018, and the value of the deferred cash payment due to the named executive officers as a result of the special dividends paid on November 29, 2013, February 28, 2014, and August 29, 2014. In connection with the payment of these special dividends, holders of certain options granted pursuant to our Equity Incentive Plan, including the named executive officers, received dividend equivalent rights that entitle the holder to receive, on the option’s vesting date, a cash payment based on the amount of the special dividend. With respect to the performance-based restricted stock units, this column assumes the named executive officer was involuntarily terminated on the date of the change in control. The accelerated vesting for a change in control is described in more detail under “Change in Control Protections.” In the event of death, all outstanding service-vesting options and time-based restricted stock units immediately vest. Upon certain qualifying retirement events, the performance restricted stock units will be treated as described below in footnote 11 to this table.

(3)	Each named executive officer has a $2 million life insurance policy. If the death was accidental, an additional $1.5 million would be paid. Decedent's survivors also receive one month’s base pay.

(4)

Includes present value of disability insurance payments that cover up to 60% of base salary and bonus with a maximum benefit of $25,000 per month ($300,000 per year). The amounts in this column were calculated by valuing the benefit as a standard annuity benefit based on the incidence of disability, using assumptions consistent with FASB ASC 715-30 and 715-60 accounting for our other benefit programs and, for the assumption of a rate of disability, the 1977 Social Security Disability Index table.

(5)	Amount includes actuarial present value of retiree medical benefits. The present value of accumulated benefits has been calculated in a manner consistent with our reporting of the Retired Officers’ Welfare Plan under FASB ASC 715-60, using the Accumulated Postretirement Benefit Obligation with an adjustment made to retirement age assumptions as required by SEC regulations.

(6)	Amount includes $30,000 outplacement assistance.

(7)

These amounts represent the actuarial present value of retiree medical benefits which were calculated as described in footnote 5 above. Amounts in this column also include the actuarial present value of up to $4,000 per year for financial counseling assistance and were calculated with the same assumptions we use to disclose our Retired Officers’ Bonus Plan, consistent with FASB ASC 715-30, with an adjustment to the rate of retirement; the valuation is based on the discounted value of the full $4,000. The amount also includes a one-time retirement gift of $10,000, one-time reimbursement for $5,000 for retirement financial counseling, and depreciated value of bestowed office furniture.

(8)	Benefits under the Officers’ Retirement Plan. This amount has been calculated using the methodology and assumptions described in footnote 1 to the Pension Benefits Table above.

(9)	Reflects the present value of the guaranteed benefits and cash payment of the actuarial cost of the executive’s benefits under the executives’ retiree medical plan, assuming that the plan was terminated during the five years following a change in control.

(10)	Mr. Rozanski is not retirement eligible as an executive as of March 31, 2018.

(11)

If the named executive officer’s employment terminated on or after March 31, 2018 by reason of a “qualifying permanent retirement” (as defined in the applicable award agreement), outstanding unvested performance restricted stock units granted in fiscal year 2018 will be eligible to continue to vest on the vesting date, subject to and based on actual achievement of the performance goals. The estimated value of the continued vesting would be $565,428, $565,428, $403,888 and $417,324 for Mr. Howell, Ms. Dahut, Mr. Logue and Ms. Penfield, respectively, calculated based on the closing fair market value of our common stock on March 29, 2018 and assuming for these purposes achievement of target performance levels. Upon a retirement that at any time is not considered a qualifying permanent retirement, the outstanding unvested performance restricted stock units will be forfeited.

---

•	the median of the annual total compensation of all of our employees was $110,985 (excluding our President and Chief Executive Officer (the "CEO") and calculated as discussed below in "Methodology for Identifying Our Median Employee")

•	the annual total compensation of our CEO, as reported in the Summary Compensation Table of the Compensation Discussion and Analysis, was $4,922,357

•	the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (the "Pay Ratio") was approximately 44 to 1.

---

---

---

---

(1)	Audit fees principally include those for services related to the audit and quarterly reviews of the Company’s consolidated financial statements and consultation on accounting matters.

(2)	Tax fees principally include domestic and foreign tax compliance and advisory services.

---

---

---

---

•	If you hold shares through an account with a bank or broker, contact your bank or broker to request a legal proxy from the owner of record to vote your shares in person. This will serve as proof of ownership.

---

•	A recent brokerage statement or letter from your broker showing that you owned shares in your account as of the record date, June 4, 2018, also serves as proof of ownership.

---

•	FOR the election of all director nominees as set forth in this proxy statement;

•	FOR the ratification of the appointment of E&Y as the Company's independent registered accounting firm for fiscal 2019; and

•	FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

---

---

---

•

“Adjusted EBITDA” represents net income before income taxes, net interest and other expense, and depreciation and amortization, before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. "Adjusted EBITDA Margin on Revenue" is calculated as Adjusted EBITDA divided by revenue. The Company prepares Adjusted EBITDA and Adjusted EBITDA Margin on Revenue to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary, or non-recurring nature or because they result from an event of a similar nature.

•	“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to net income. Additionally, Adjusted Diluted EPS does not contemplate any adjustments to net income as required under the two-class method as disclosed in the footnotes to the consolidated financial statements.

•	“Free Cash Flow” represents the net cash generated from operating activities less the impact of purchases of property and equipment.

---

(a)	Reflects the combination of Interest expense and Other income (expense), net from the consolidated statement of operations

(b)	Fiscal 2017 reflects debt refinancing costs incurred in connection with the refinancing transaction consummated on July 13, 2016.

(c)	Excludes an adjustment of approximately $1.9 million, $2.3 million, and $3.5 million of net earnings for fiscal 2018, 2017, and 2016, respectively, associated with the application of the two-class method for computing diluted earnings per share.

---

---

---

---

---