Document


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 26, 2019 (July 25, 2019)
___________________________________
 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))

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Class A Common Stock
BAH
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 ☐

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.  ☐





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

The annual meeting of stockholders of Booz Allen Hamilton Holding Corporation (the “Company”) was held on July 25, 2019. The final voting results for each matter submitted to a vote of shareholders are set forth below.


Proposal 1: Election of Directors

Nominees
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
Melody C. Barnes
122,297,189
552,405
37,398
9,941,962
Ellen Jewett
122,728,818
120,593
37,581
9,941,962
Arthur E. Johnson
122,707,904
138,320
40,768
9,941,962
Charles O. Rossotti
120,860,306
1,987,768
38,918
9,941,962


Proposal 2: The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2020.

For
131,134,607

Against
1,648,115

Abstained
46,232


Proposal 3: A non-binding advisory vote on the compensation for the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the proxy statement.

For
116,538,438

Against
6,264,468

Abstained
84,086

Broker Non-Votes
9,941,962



Proposal 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.

For
122,796,622

Against
42,486

Abstained
47,884

Broker Non-Votes
9,941,962








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, Chief Legal Officer and Secretary
                                
Date: July 26, 2019