Booz Allen (BAH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 23, 2025, to be held virtually; record date is June 2, 2025.

• Key items for shareholder vote: election of 12 directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and a stockholder proposal on political spending transparency.

• Fiscal 2025 saw 12.4% revenue growth to $12.0B, net income up 54.3% to $935M, and $1.2B returned to shareholders via dividends and buybacks.

• Board recommends voting FOR director nominees, auditor ratification, and executive compensation, and AGAINST the stockholder proposal.

Voting matters and shareholder proposals

• Proposal 1: Election of 12 director nominees for one-year terms; majority voting standard applies.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for FY2026.

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

• Proposal 4: Stockholder proposal requesting semiannual disclosure of political spending; Board opposes, citing existing disclosures and industry alignment.

Board of directors and corporate governance

• 12 of 13 current directors are independent; all committees are fully independent.

• Board leadership combines CEO and Chair roles, with a Lead Independent Director providing oversight.

• Annual board and committee evaluations, robust director orientation, and ongoing education.

• No poison pill in place; stockholders holding 25% can call special meetings.