BOOZ ALLEN HAMILTON

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BOOZ ALLEN HAMILTON HOLDING CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

07/31/2020 | 04:08pm

Item 5.07 Submission of Matters to a Vote of Security Holders.






The annual meeting of stockholders of Booz Allen Hamilton Holding Corporation
(the "Company") was held on July 29, 2020. The final voting results for each
matter submitted to a vote of shareholders are set forth below.




Proposal 1: Election of Directors







Nominees Votes For Votes Against Votes Abstained Broker Non-Votes
Ralph W. Shrader 118,183,250 1,042,423 39,496 8,997,069
Joan Lordi C. Amble 118,788,149 427,787 49,233 8,997,069
Michèle A. Flournoy 118,776,210 442,237 46,722 8,997,069




Proposal 2: The ratification of the selection of Ernst & Young LLP as the Company's
independent registered public accounting firm for the Company's fiscal
year 2021.




For 126,638,639
Against 1,566,833
Abstained 56,766





Proposal 3: A non-binding advisory vote on the compensation for the Company's named



executive officers, as disclosed in the Compensation Discussion and
Analysis section of the proxy statement.




For 113,147,799
Against 5,167,949
Abstained 949,421
Broker Non-Votes 8,997,069





Proposal 4: Approval of the adoption of the Fifth Amended and Restated Certificate



of Incorporation to, among other things, eliminate the


classification of



the Board of Directors.




For 119,162,613
Against 48,852
Abstained 53,704



Broker Non-Votes 8,997,069

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