CACI International (CACI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on October 15, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of August 21, 2026, are eligible to vote, with materials distributed starting September 4, 2026.

• The company emphasizes strong corporate governance, robust risk oversight, and a commitment to ESG and corporate citizenship.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 directors, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for FY2027.

• All proposals require a majority of votes cast for approval.

• No anti-takeover defenses such as poison pills are in place, and shareholders have equal voting rights.

Board of directors and corporate governance

• 90% of director nominees are independent, with a diverse mix of backgrounds and expertise.

• The board separates the roles of Chair and CEO and conducts annual self-assessments.

• Four standing committees oversee audit/risk, compensation, governance, and strategic planning.

• Board and committee independence is maintained, and all directors are elected annually under a majority voting standard.