Document


UNITED STATES
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
Date of Report (Date of earliest event reported): August 4, 2017 (August 3, 2017)
___________________________________
 Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter) 
___________________________________
 
 
 
 
 
 
 
Delaware
 
001-34972
 
26-2634160
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
8283 Greensboro Drive, McLean, Virginia
 
22102
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (703) 902-5000 
___________________________________
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





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 August 3, 2017. 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 Withheld
Broker Non-Votes
Ralph W. Shrader
126,770,780
2,910,832
11,132,794
Joan Lordi C. Amble
129,131,631
549,981
11,132,794
Peter Clare
126,912,734
2,768,878
11,132,794
Philip A. Odeen
129,067,610
614,002
11,132,794


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 2018.

For
140,334,201

Against
462,313

Abstain
17,892


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
125,121,714

Against
4,493,385

Abstain
66,513

Broker Non-Votes
11,132,794


Proposal 4: A non-binding advisory vote on the frequency of future advisory votes on the compensation for the Company's named executive officers.

1 Year
121,075,170

2 Years
893,262

3 Years
7,700,086

Abstain
13,094

Broker Non-Votes
11,132,794







SIGNATURES
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.

 
 
 
Booz Allen Hamilton Holding Corporation
 
 
BY:
/s/ Nancy J. Laben
 
Nancy J. Laben
 
Executive Vice President, Chief Legal Officer and Secretary
                                
Date: August 4, 2017