Booz Allen (BAH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 22, 2026, with voting on director elections, auditor ratification, executive compensation, and a shareholder proposal.

• The Board recommends voting for the election of ten director nominees, ratification of Ernst & Young LLP as auditor, and approval of executive compensation, but against the shareholder proposal on written consent rights.

• Only holders of record as of June 1, 2026, are entitled to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1: Election of ten director nominees for one-year terms.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2027.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Advisory vote on a shareholder proposal to allow action by written consent, which the Board opposes.

Board of directors and corporate governance

• Twelve of thirteen current directors are independent; all Board committees are fully independent.

• Board leadership includes a combined Chair/CEO and a Lead Independent Director.

• Directors are elected annually, with a majority voting standard and a board retirement policy based on age and tenure.

• Board committees include Audit, Compensation, Culture and People, Nominating and Corporate Governance, and Executive Committees.

• Board and committee attendance was 98% in fiscal 2026.