View:
United States securities and exchange commission logo
June 19, 2020
Horacio D. Rozanski
President and Chief Executive Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, Virginia 22102
Re: Booz Allen Hamilton
Holding Corp
Preliminary Proxy
Statement on Schedule 14A
Filed June 8, 2020
File No. 001-34972
Dear Mr. Rozanski:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 8, 2020
General
1. We note that there is
an exclusive forum provision in the twelfth article of your fifth
amended and restated
certificate of incorporation that identifies The Court of Chancery of
the State of Delaware
as the sole and exclusive forum for certain enumerated actions,
including "derivative
actions." Please disclose the extent to which this provision applies
to actions arising
under the Securities Act and/or the Exchange Act. In that regard, we
note that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all
suits brought to
enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created by
the Securities Act or
the rules and regulations thereunder. If the provision applies to
Securities Act claims,
please also revise your disclosure to state that there is uncertainty as
to whether a court
would enforce such provision and that investors cannot waive
compliance with the
federal securities laws. If the provision does not apply to actions
Horacio D. Rozanski
Booz Allen Hamilton Holding Corp
June 19, 2020
Page 2
arising under the Securities Act or the Exchange Act, please also ensure
that the exclusive
forum provision in the governing document states this clearly, or tell us
how you will
ensure that investors will be informed in future filings that the
provision does not apply to
actions arising under the Securities Act or the Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at
(202) 551-3442 with
any questions.
Sincerely,
FirstName LastNameHoracio D. Rozanski
Division of
Corporation Finance
Comapany NameBooz Allen Hamilton Holding Corp
Office of Trade &
Services
June 19, 2020 Page 2
cc: Matthew E. Kaplan
FirstName LastName