U. S. 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

November 15, 2012

(Date of Report–Date of Earliest Event Reported)

 

 

CACI International Inc

(Exact name of registrant as specified in its Charter)

 

 

 

Delaware		001-31400		54-1345899
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

1100 N. Glebe Road,

Arlington, Virginia 22201

(Address of Principal executive offices) (ZIP code)

(703) 841-7800

(Registrant’s telephone number, including area code)

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation of Mr. Daniel D. Allen. On November 15, 2012, the Board of Directors approved an amendment to Mr. Daniel D. Allen’s compensation in connection with his position as President and Chief Executive Officer of the Company.

Effective January 1, 2013, Mr. Allen’s annual base salary will be changed from $750,000 to $800,000. In addition, Mr. Allen’s incentive bonus target, which is based upon achievement of Company profitability, revenue, and other operational goals, will be changed from $1,000,000 to $1,400,000.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of CACI International Inc (the “Company”), for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on November 15, 2012.

The results detailed below represent the final voting results:

Proposal 1

The following nine nominees were elected to the Board of Directors of the Company (the “Board of Directors”):

 

Director Name		For				Withheld				Broker Non-Votes
Daniel D. Allen			16,790,256				219,878				2,547,592
James S. Gilmore III			16,462,276				547,858				2,547,592
Gregory G. Johnson			16,474,307				535,827				2,547,592
Richard L. Leatherwood			16,381,179				628,955				2,547,592
J.P. London			16,332,742				677,392				2,547,592
James L. Pavitt			16,475,479				534,655				2,547,592
Warren R. Phillips			16,381,933				628,201				2,547,592
Charles P. Revoile			16,379,865				630,269				2,547,592
William S. Wallace			16,474,192				535,942				2,547,592

Proposal 2

Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2012 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

 

For		Against		Abstain		Broker Non-Votes
16,394,227		552,570		63,337		2,547,592

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Proposal 3

Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2013:

 

For		Against		Abstain
19,306,945		218,876		31,905

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SIGNATURE

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.

 

Dated: November 20, 2012