BOOZ ALLEN HAMILTON HOLDING CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

          Year.

On July 31, 2020, Booz Allen Hamilton Holding Corporation (the "Company") amended and restated its certificate of incorporation. The Fifth Amended and Restated Certificate of Incorporation, among other things, provides for (i) the phased elimination of the Company's classified board structure and (ii) the removal of references to the Company's former private equity sponsor, which no longer apply. In addition, the Fifth Amended and Restated Certificate of Incorporation specifies that directors may be removed with or without cause, once the board of directors is unclassified. The Fifth Amended and Restated Certificate of Incorporation was approved by the Company's stockholders at the July 29, 2020 Annual Meeting of Stockholders of the Company.

Effective as of July 31, 2020, the Company's board of directors amended and restated the Company's bylaws to reflect the phased elimination of the Company's classified board structure and to similarly remove references to the Company's prior private equity sponsor.

The foregoing descriptions of the Fifth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Fifth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company expects to present the attached materials to certain investors on August 6, 2020 and the materials may be used by the Company in various other presentations to investors. A copy of the materials is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit
  No.        Description

  3.1          Fifth Amended and Restated Certificate of Incorporation of Booz
             Allen Hamilton Holding Corporation

  3.2          Fourth Amended and Restated Bylaws of Booz Allen Hamilton Holding
             Corporation

  99.1         Investor Presentation

104          Cover Page Interactive File (embedded within the Inline XBRL
             document)

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