DEF: Booz Allen Hamilton Sets July 22, 2026 Annual Meeting

Booz Allen Hamilton Holding Corporation announces its 2026 Annual Meeting of Stockholders, scheduled for July 22, 2026, to elect directors, ratify auditors, and vote on executive compensation and a shareholder proposal.

Summary

• Booz Allen Hamilton Holding Corporation is holding its 2026 Annual Meeting of Stockholders virtually on July 22, 2026, at 8:00 a.m. EDT.
• Key items on the agenda include the election of ten director nominees, ratification of Ernst & Young LLP as the independent auditor for fiscal year 2027, a non-binding advisory vote on executive compensation, and a non-binding advisory vote on a shareholder proposal.
• The Board of Directors recommends voting FOR the election of directors, ratification of the auditor, and the executive compensation proposal, and AGAINST the shareholder proposal.
• Stockholders of record as of June 1, 2026, are eligible to vote.
• Proxy materials, including the annual report and proxy statement, were made available to stockholders on or about June 11, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting solid operational execution in a challenging environment, but also noting revenue and net income declines.

Positives

• The company highlights strong corporate governance practices, including a majority independent board, independent committee chairs, and robust risk oversight.
• Executive compensation is designed to align leadership incentives with long-term stockholder value creation, with a significant portion being performance-based.
• The company emphasizes its commitment to Enterprise Responsibility & Sustainability (ERS) integrated into operations and overseen by the Board.
• Director nominees possess diverse and relevant expertise in areas such as public company experience, finance, government contracting, and technology.
• The company has a clear policy against timing equity grants in relation to material non-public information.

Negatives

• Full year revenue decreased by 6.4% to $11.2 billion in fiscal year 2026.
• Net income decreased by 9.0% to $851.0 million in fiscal year 2026.
• Adjusted EBITDA decreased by 6.5% to $1,229.0 million in fiscal year 2026.
• The Board recommends voting AGAINST a shareholder proposal regarding the right to act by written consent.

Risks

• The company operates in a challenging macroeconomic environment.
• The company is subject to government limitations on the reimbursement of compensation costs due to federal statutes and regulations.
• The company has a clawback policy requiring recovery of incentive-based compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements.
• The company's stock performance is subject to market fluctuations and competitive pressures, as indicated by the TSR multiplier in long-term incentive plans.

Future Outlook

The company's fiscal year 2026 performance, despite revenue decline, showed strong contract performance and disciplined operations sustaining profitability. Leading indicators for fiscal year 2027 show positive momentum. The company is focused on driving organic revenue and Adjusted EBITDA growth.

Management Comments

• "Our executive compensation strategy is uniquely designed to: Deliver competitive compensation tied to long-term stockholder value creation; Attract and retain top talent from across the global marketplace who will continue to propel us forward for the future; Motivate and reward executives with exceptional ability to meet and exceed the demands of our customers; Infuse an ownership mindset to build sustainable growth and value; and Reinforce our partnership-style culture which differentiates our ability to come to market as an institution rather than as individuals, create alignment on our strategy, priorities and associated investments, and encourage rapid and efficient deployment of our capabilities and solutions across customers and opportunities."
• "We are a values-driven organization with a guiding purpose to empower people to change the world. Our executives are committed to advancing technology, innovation, and holding themselves and those around them accountable to achieving our customers priorities with differentiation, integrity, and speed."
• "Our 2026 Annual Meeting of Stockholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/BAH2026."

Industry Context

StockSavvy.ai notes that Booz Allen Hamilton's focus on technology solutions for national security and defense aligns with broader industry trends of increasing government spending on advanced capabilities and digital transformation. The company's emphasis on innovation and talent retention is critical in this competitive landscape.

Comparison to Industry Standards

• The peer group for executive compensation benchmarking includes companies like CACI International, Leidos Holdings, and Science Applications International Corporation (SAIC), which are direct competitors in the government contracting and IT services sector.
• The company's Adjusted EBITDA performance of $1.23 billion in FY2026, while down 6.5% year-over-year, exceeded guidance, indicating resilience compared to some industry peers facing similar macroeconomic headwinds.
• The company's revenue decline of 6.4% in FY2026 is a significant factor when compared to industry growth rates, which can vary widely based on specific sub-sectors and contract wins.

Management Changes

Corporate Governance

Legal Proceedings

• The company had a reserve associated with a U.S. Department of Justice investigation, which was settled, and insurance recoveries were received.
• A stockholder proposal regarding the right to act by written consent is being presented for a vote, with the Board recommending against it.

Related Party Transactions

• Emily Pfeifer, daughter of Tom Pfeifer (EVP, President of National Security sector), received $124,212 in base salary and $7,369 in retirement contributions in FY2026.
• Quinn Calderone, son of Matt Calderone (former EVP, CFO), received $105,419 in base salary, $6,178 in retirement contributions, and $1,142 in awards in FY2026.

Stakeholder Impact

• Shareholders: The meeting addresses director elections, auditor ratification, executive compensation, and a shareholder proposal, all of which directly impact shareholder rights and company direction. The company's financial performance (revenue, net income, EBITDA) also affects shareholder value.
• Employees: Executive compensation is tied to company performance, and employee benefits are provided. The company's ERS strategy also considers employee well-being.
• Management: Executive compensation is detailed, with significant portions tied to performance and long-term value creation. Succession planning is a key Board responsibility.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on July 22, 2026.
• Elect ten director nominees.
• Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2027.
• Conduct a non-binding advisory vote on executive compensation.
• Consider a non-binding advisory vote on a stockholder proposal.
• Continue to engage with stockholders regarding executive compensation programs.

Key Dates

Recommendation

The filing is primarily a proxy statement for the annual meeting, detailing director nominations, executive compensation, and auditor ratification. While it provides financial context for FY2026 showing revenue and profit declines but exceeding EBITDA guidance, it does not contain new strategic initiatives or significant operational updates that would warrant a strong buy or sell recommendation. The company's governance and compensation practices appear sound, but the recent financial performance suggests a 'hold' position pending further strategic developments or improved financial trends.

Keywords

Booz Allen Hamilton, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Stockholder Proposal, Corporate Governance, Fiscal Year 2026, SEC Filing