(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:

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1.	Election of four directors;

2.	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2020;

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;

4.	Approval of the adoption of the Fourth Amended and Restated Certificate of Incorporation to eliminate the Company's Class B non-voting common stock, Class C restricted common stock, and Class E special voting common stock, of which there are currently no shares outstanding; and

5.	Consideration of any other business that may properly be brought before the annual meeting.

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Date and Time:	July 25, 2019 at 8:00 a.m. EDT

Place:	Booz Allen

Record date:	June 3, 2019

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 59 for additional information.

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◦	$114.2 million in quarterly dividends — three regular dividends of $0.19 per share each; and one regular dividend of $0.23 per share

◦	$250.0 million through the repurchase of 5.3 million shares of Class A common stock

•	In February of 2019, the Board increased the quarterly dividend by 21%, effective in the fourth quarter of fiscal year 2019.

•	During fiscal year 2019, our stock price increased by approximately 50% with a total stockholder return of approximately 53%.

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•	Eleven of our 12 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 98% of the Board of Directors meetings and 97% of committee meetings.

•	The Board of Directors holds 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. Our compensation program links our executive rewards packages with the long-term interests of our stockholders and includes 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 27.

•	During governmental fiscal year 2018, approximately $915.6 million was subcontracted to various small and small-disadvantaged businesses, representing approximately 67.2% of the total amount subcontracted.

•	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

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•

Together with Kaggle, presented the National Data Science Bowl, which focused on using algorithms and machine intelligence to automate a critical component of biomedical research, expediting life-saving research in the treatment of many diseases, from rare disorders to the common cold. Nearly 18,000 global participants submitted over 68,000 algorithms, collectively working an estimated 288,000 hours to automate the vital, but time-consuming, process of nuclei detection.

•	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 88,500 hours of volunteerism for community organizations and we provided more than $686,000 in pro bono consulting through our leadership development program.

•	Strategic partner to the U.S. Chamber of Commerce’s Hiring Our Heroes program, with primary focus areas in helping veterans explore careers in technical and defense fields and helping military spouses find meaningful employment.

•	Named in the top 10 Best for Vets by The Military Times 4 years running, and selected as a founding member of the VETS Index on the Nasdaq Composite, based on our military hiring awards and financial health indicators.

•	Hosted the inaugural Defense Communities Leadership Academy with Blue Star Families (BSF) and American Defense Communities and participated in sessions focused on harnessing data science to improve knowledge of the local military and military family landscape.

•

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.

•

Continued to disclose our greenhouse gas emissions and approach to carbon management on recognized international reporting platforms. Scored above both the sector average and the average for North America on both carbon disclosure and supplier engagement, the latter measuring a critical element of environmental impact management -- looking beyond our own actions and supporting a responsible supply chain.

•	Reached new heights in gender diversity at our highest levels of governance with the addition of two highly qualified female members to our Board of Directors, which is now more than 40% female.

•	Recognized by the Human Rights Campaign as a “Best Place to Work” for LGBTQ equality, receiving a perfect score on the Corporate Equality Index for the ninth year in a row.

•	Included in Fortune magazine’s “World’s Most Admired Companies” for the eighth consecutive year.

•	Contributed to disaster relief through matching donations to the Booz Allen Foundation and several leading disaster response organizations, which supported on-the-ground recovery efforts in communities where Booz Allen employees were most affected by hurricanes.

•	Supported employees serving as first responders through approval of 224 hours of Civic Responsibilities Leave for participation in disaster recovery efforts.

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•	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.

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•	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.

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(1)

This column represents the grant date fair value of the stock awards granted to our directors in fiscal year 2019. 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 19 to our financial statements for the fiscal year ended March 31, 2019, 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 half of her annual retainer in the form of restricted stock, and was granted a total of 4,215 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 $200,002, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

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(3)	Ms. Barnes elected to receive her annual retainer in the form of cash, and was granted a total of 3,162 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $150,037, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(4)	Mr. Clare elected to receive his annual retainer in the form of restricted stock, and was granted a total of 5,269 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 $250,014, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(5)	Ms. Flournoy elected to receive her pro-rated annual retainer in the form of cash, and was granted a total of 2,401 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $115,488 based on the $48.10 closing price of our stock on the November 1, 2018 grant date.

(6)	Mr. Fujiyama elected to receive his annual retainer in the form of restricted stock, and was granted a total of 5,269 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 $250,014, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(7)

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 3,794 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 $180,025, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(8)	Ms. Jewett elected to receive her pro-rated annual retainer in the form of cash, and was granted a total of 2,393 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $115,103 based on the $48.10 closing price of our stock on the November 1, 2018 grant date.

(9)	Mr. Johnson elected to receive his annual retainer in the form of cash, and was awarded 3,162 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $150,037, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(10)

Ms. McClain elected to receive her annual retainer in the form of cash and her additional prorated payment for service as the chair of the Compensation Committee following Mr. Odeen's service in cash. She was awarded a total of 3,162 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 $150,037, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(11)	Mr. Odeen elected to receive his annual retainer and his additional payment for service as the chair of the Compensation Committee in the form of cash. He was awarded a total of 3,162 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $150,037, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(12)	Mr. Rossotti elected to receive his annual retainer in the form of restricted stock, and was granted a total of 5,269 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 $250,014, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(13)	Dr. Shrader elected to receive his annual retainer as Chair in the form of cash, and was awarded 3,162 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $150,037, based on the $47.45 closing price of our stock on the August 2, 2018 grant date.

(14)	The following table sets forth the aggregate number of equity awards outstanding at the end of fiscal year 2019.

(a)	The shares of restricted stock in this column all vest on July 31, 2019.

(b)	1,581 unvested shares of restricted stock in respect of Mr. Odeen's fiscal year 2019 annual equity grant were forfeited upon his retirement from the Board.

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*	Represents beneficial ownership of less than 1%.

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(1)	Includes 116,504 shares that Mr. Rozanski has the right to acquire through the exercise of options and 6,207 shares issuable upon settlement of restricted stock units.

(2)	Dr. Shrader shares investment power and voting power with his wife, Mrs. Janice W. Shrader, for 1,366,090 shares in the Ralph W. Shrader Revocable Trust.

(3)	Includes 111,104 shares that Ms. Dahut has the right to acquire through the exercise of options and 4,318 shares issuable upon settlement of restricted stock units.

(4)	Includes 21,104 shares that Mr. Howell has the right to acquire through the exercise of options and 4,318 shares issuable upon settlement of restricted stock units.

(5)	Includes 26,702 shares that Ms. Laben has the right to acquire through the exercise of options and 1,727 shares issuable upon settlement of restricted stock units.

(6)	Includes 81,596 shares that Ms. Penfield has the right to acquire through the exercise of options and 3,238 shares issuable upon settlement of restricted stock units.

(7)	Includes 543,593 shares that the directors and executive officers, in aggregate, have the right to acquire through the exercise of options and 35,746 shares issuable upon settlement of restricted stock units.

(1)

Blackrock, Inc. has filed with the Securities and Exchange Commission a Schedule 13G dated February 7, 2019, which reports the beneficial ownership of 8,572,064 shares of Class A common stock by it as of December 31, 2018. As reported in the Schedule 13G, Blackrock, Inc. had sole voting power with respect to 7,524,502 shares of our Class A common stock and sole dispositive power with respect to 8,572,064 shares of our Class A common stock.

(2)

T. Rowe Price Associates, Inc. has filed with the Securities and Exchange Commission a Schedule 13G/A dated May 10, 2019, which reports the beneficial ownership of 14,816,734 shares of Class A common stock by it as of April 30, 2019. As reported in the Schedule 13G/A, (i) T. Rowe Price Associates, Inc. had sole voting power with respect to 3,059,872 shares of our Class A common stock and T. Rowe Price New Horizons Fund, Inc. had sole voting power with respect to 7,834,645 shares of our Class A common stock and (ii) T. Rowe Price Associates, Inc. had sole dispositive power with respect to 14,816,734 shares of our Class A common stock.

(3)

The Vanguard Group has filed with the Securities and Exchange Commission a Schedule 13G/A dated February 11, 2019, which reports the beneficial ownership of 15,216,765 shares of Class A common stock by it as of December 31, 2018. As reported in the Schedule 13G/A, The Vanguard Group had sole voting power with respect to 77,096 shares of our Class A common stock, sole dispositive power with respect to 15,136,025 shares of our Class A common stock, shared voting power with respect to 17,810 shares of our Class A common stock and shared dispositive power with respect to 80,740 shares of our Class A common stock.

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•	Deliver competitive compensation tied to long-term shareholder value creation;

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

•	Motivate and reward executives with exceptional ability to meet and exceed the demands of our clients;

•	Infuse an ownership mindset to build sustainable growth and value; and

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

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•	Our stock price increased by approximately 50% and total stockholder return was approximately 53% during fiscal year 2019.

•	During fiscal year 2019, we declared and paid $114.2 million in recurring dividends to stockholders—three regular dividends of $0.19 per share each, and one regular dividend of $0.23 per share.

•	The dividend rate was increased by 21%, effective in the fourth quarter of fiscal year 2019.

•	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 2019, we repurchased 5.3 million shares for $250.0 million. On May 23, 2019, the Board of Directors approved an additional increase to our share repurchase authorization of $400.0 million to $1,310.0 million. As of May 23, 2019, taking into effect the increase in the share repurchase authorization, the Company had approximately $658.2 million of unused capacity to repurchase shares of common stock under its share repurchase program.

•	Fiscal year 2019 marked the fourth consecutive year of top-line revenue growth.

•	Continued focus on investments in markets, capabilities, and people is positioning Booz Allen to deliver near-term and long-term shareholder value.

•	Full year revenue increased 9% to $6.7 billion.

•	Net income increased 39% to $418.5 million.

•	Adjusted EBITDA increased 15% to $674.6 million.

•	Diluted EPS increased 43% to $2.91.

•	Adjusted Diluted EPS increased 39% to $2.76.

•	Total backlog increased 21% to $19.3 billion.

•	Net cash provided by operating activities increased 35% to $499.6 million.

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•	Free cash flow was $404.9 million in fiscal year 2019.

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•	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.

•	Company size: Organizations with revenues approximately 0.33x to 3.00x 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.

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•	Provide advice on the Pay Ratio disclosure

•	Review and provide advice on our Compensation Discussion and Analysis

•	Conduct a compensation risk assessment

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•	Annual Grants

•	New Hire / Advancement Grants

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•	Time RSUs: Settle into shares of Class A common stock in three equal installments over three years.

•

Performance RSUs: Settle into shares of Class A common stock at the end of a three-year performance period, with the number of units that ultimately settle into shares ranging from 0 to 200 percent based on the Company's cumulative performance over the three-year period against two internal financial metrics — Value Added Revenue (VAR) and Adjusted Diluted Earnings Per Share (ADEPS), as described below:

◦

“Value Added Revenue” or “VAR” is defined as revenue less billable expenses, and may be adjusted (i) to account for material acquisitions or divestitures during the performance period; (ii) to account for the cumulative impact of accounting changes; (iii) to account for the impact of government shutdowns during the performance period; and (iv) to exclude the impact of any unusual or infrequently occurring events as described in the Company’s audited financial statements, notes to financial statements or in management’s discussion and analysis in the Company’s annual report for the applicable year.

◦	“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 (as defined in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019) 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 non-GAAP reconciliation table) as presented in the Company’s financial statements, and (ii) may be adjusted (a) to account for material acquisitions or divestitures during the performance period; (b) to account for the cumulative impact of accounting changes; (c) to account for the impact of government shutdowns during the performance period; (d) to account for special or extraordinary cash dividends or distributions; and (e) to exclude the impact of any unusual or infrequently occurring events as described in the Company’s audited financial statements, notes to financial statements or in management’s discussion and analysis in the Company’s annual report 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.

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(1)

For the fiscal year 2019 performance RSU grants, threshold payout was set to 50 percent of target. This is an increase from the prior fiscal year 2018 grants which set threshold payout at 25 percent of target. This change was made because the associated threshold performance goal for the fiscal year 2019 performance RSU grants, as a percent of target, was also increased, thereby increasing the difficulty of achieving threshold performance.

(1)	Grant date fair value of equity granted under the fiscal year 2019 executive annual compensation structure - time-vested RSUs

(2)	Grant date fair value of equity granted under the fiscal year 2019 executive annual compensation structure - performance-vested RSUs at target levels

(3)	Ms. Laben received an increase to annual equity effective October 1, 2018 which was prorated for fiscal year 2019.

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•	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 subject 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.

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(1)	Each year is a reflection of our fiscal year which runs from April 1 to March 31. For example, 2019 reflects fiscal year 2019 - April 1, 2018 to March 31, 2019.

(2)

This column includes the aggregate grant date value of the annual time and performance restricted stock units granted on May 23, 2018 and May 24, 2018, respectively. As it pertains to Ms. Laben, this value also includes the additional time and performance restricted stock unit grant she received on November 14, 2018 associated with her advancement. 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 19 to our financial statements for the fiscal year ended March 31, 2019, 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 24, 2018, and regarding Ms. Laben only, on May 24, 2018 and November 14, 2018, the grant date fair value would be: Mr. Rozanski, $5,199,919; Mr. Howell, $2,249,933; Ms. Dahut, $2,249,933; Ms. Laben $731,134; and Ms. Penfield, $774,940.

(3)

This column reflects the aggregate grant date value of options granted on November 14, 2018 to Ms. Laben, 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 19 to our financial statements for the fiscal year ended March 31, 2019, 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 2019 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. Laben was not a named executive officer in fiscal year 2017 or 2018. Ms. Penfield was not a named executive officer in fiscal year 2017.

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

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(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, accident insurance, and personal excess liability coverage. This column also includes milestone anniversary awards for Mr. Howell and Ms. Laben, security services for Mr. Rozanski ($117,395), Mr. Howell, Ms. Dahut ($57,914), and Ms. Penfield, and vehicle parking for Messrs. Rozanski and Howell and Mses. Dahut, Laben, and Penfield.

(1)

Reflects the target bonus for fiscal year 2019 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 or maximum payouts, although our plan does limit the annual amount of bonus an individual can earn to $5,000,000. The actual cash bonuses paid for fiscal year 2019 are reflected in the Summary Compensation Table.

(2)

Reflects the target number of performance restricted stock units granted on May 24, 2018. As it pertains to Ms. Laben, this column also includes the performance restricted stock unit grant she received on November 14, 2018 associated with her advancement. The maximum payout for the performance-vested restricted stock units is equal to 200% of target, and threshold payout is 50% of target. The performance restricted stock units are based on the Company's performance

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(3)	Reflects the time restricted stock units granted on May 23, 2018. As it pertains to Ms. Laben, this column also includes the time restricted stock units she received on November 14, 2018 associated with her advancement. 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 units will vest on the dates set forth in the table below. The 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 fiscal year end.

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(3)	Market value has been determined based on the fair market value of our common stock on March 29, 2019 of $58.14.

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

(5)

Column reflects the number of performance units based on maximum performance which is 200% of the target grant amount for the fiscal year 2018 and fiscal year 2019 performance restricted stock units, rounded down to the nearest whole share. The table below reflects the vesting opportunity for the fiscal year 2018 and fiscal year 2019 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 maximum performance which is 200% of the target grant amount for the fiscal year 2018 and fiscal year 2019 performance restricted stock units, rounded down to the nearest whole share, using the fair market value of our common stock on March 29, 2019 of $58.14.

(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 29, 2018 and March 29, 2019, respectively.

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(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.

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(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 $58.14, the closing fair market value of our common stock on March 29, 2019. 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.

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(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)	Ms. Laben was not retirement eligible as an executive as of March 31, 2019.

(11)

If the named executive officer’s employment terminated on or after March 31, 2019 by reason of a “qualifying permanent retirement” (as defined in the applicable award agreement), outstanding unvested performance restricted stock units 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 $5,416,381, $2,419,380, $2,419,380, $751,343 and $1,167,509 for Mr. Rozanski, Mr. Howell, Ms. Dahut, Ms. Laben, and Ms. Penfield, respectively, calculated based on the closing fair market value of our common stock on March 29, 2019 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.

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•	the median of the annual total compensation of all of our employees was approximately $106,954 (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 $7,448,529; and

•	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 70 to 1.

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(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)	Audit-related fees principally include those for services related to accounting consultations in connection with the Company’s potential implementation and operation of its financial management systems.

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

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•	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.

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•	A recent brokerage statement or letter from your broker showing that you owned shares in your account as of the record date, June 3, 2019, also serves as proof of ownership.

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•	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 2020;

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

•	FOR the approval of the adoption of the Fourth Amended and Restated Certificate of Incorporation to eliminate the Company's Class B non-voting common stock, Class C restricted common stock, and Class E special voting common stock.

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•

"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. "Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses" is calculated as Adjusted EBITDA divided by Revenue, Excluding Billable Expenses. The Company prepares Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 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.

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

(b)	Fiscal 2019 reflects the debt refinancing costs incurred in connection with the refinancing transaction consummated on July 23, 2018. Fiscal 2017 reflects the debt refinancing costs incurred in connection with the refinancing transaction consummated on July 13, 2016.

(c)	Excludes an adjustment of approximately $1.8 million, $1.9 million, and $2.3 million of net earnings for fiscal 2019, 2018, and 2017, respectively, associated with the application of the two-class method for computing diluted earnings per share.

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