DEF: SAIC Announces 2026 Annual Meeting Details

Science Applications International Corporation (SAIC) has released its proxy statement detailing the agenda for its upcoming virtual annual meeting of stockholders on June 3, 2026, including director elections and advisory votes on executive compensation.

Summary

• SAIC is holding its virtual annual meeting of stockholders on June 3, 2026, at 9:00 a.m. ET.
• The meeting agenda includes the election of ten directors, an advisory vote on executive compensation (Say-on-Pay), an advisory vote on the frequency of Say-on-Pay votes, an amendment to the 2023 Equity Incentive Plan, and ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm.
• The record date for determining stockholders entitled to vote is April 6, 2026.
• The company's Board of Directors recommends a FOR vote on all proposals.
• The company's fiscal year ended January 30, 2026, and the proxy statement provides details on executive compensation, corporate governance, and stock ownership.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as cautiously optimistic. While acknowledging fiscal year 2026 challenges and revenue decline, the company highlights strategic initiatives, improved EPS and free cash flow, and a clear path forward, suggesting a focus on recovery and future growth.

Positives

• The company is holding its annual meeting, providing transparency and engagement opportunities for shareholders.
• The board recommends approval for all proposals, indicating confidence in its strategic direction and governance.
• The company continues to align executive compensation with performance and shareholder interests.
• The company has a strong corporate governance framework with a majority of independent directors.
• The company's employee engagement and culture survey results exceeded the national benchmark by 4% in fiscal 2026.

Negatives

• The company's fiscal year 2026 financial results reflected challenges such as government shutdowns and efficiency measures, leading to a 3% revenue contraction.
• The company experienced a decline in revenue due to softer demand and several recompete losses.
• The company's stock experienced relative underperformance due to recent revenue declines driven by poor recompete results in certain portfolio segments.

Risks

• The company acknowledges revenue declines driven by poor recompete results in certain portfolio segments.
• The company is tightening its bidding criteria in parts of the market where it experienced recompete losses.
• The company's compensation programs are subject to clawback policies in case of financial restatements or misconduct.
• The company's equity incentive plan is subject to potential dilution if not managed carefully.

Future Outlook

The company is focused on improving growth, enhancing margins, and supporting customer missions in fiscal year 2027. They are committed to deploying resources efficiently, sharpening execution, prioritizing bid quality, and focusing on opportunities where they have a greater right to win.

Management Comments

• "Fiscal year 2026 was challenging on several fronts. Government shutdowns, efficiency measures, and customer workforce impacts were a few of the headwinds that our company navigated. Our financial results reflected these challenges and did not live up to our and your expectations."
• "We are enthusiastically optimistic about where we are headed. We have a clear path forward and a motivated organization."
• "SAIC is building a faster, more focused company that is positioned to compete and win."

Industry Context

StockSavvy.ai notes that SAIC's focus on advancing technology and innovation, particularly in areas like AI and digital transformation, aligns with broader trends in the defense, space, civilian, and intelligence markets. The company's strategic restructuring and investment in growth-oriented areas are key to navigating the competitive landscape.

Comparison to Industry Standards

• SAIC's fiscal 2026 employee engagement survey results exceeded the national benchmark for overall survey results by 4%.
• The company's three-year average burn rate for equity awards was 1.22% for fiscal years 2024-2026, which is considered reasonable for its size and industry.
• The company benchmarks its executive compensation against a peer group of comparable IT, consulting, defense, and engineering companies.

Management Changes

Corporate Governance

Related Party Transactions

• There were no transactions during fiscal 2026 in which any related party had a direct or indirect material interest.

Stakeholder Impact

• Shareholders: The company's performance and strategic initiatives are aimed at creating long-term value. The annual meeting provides an opportunity for shareholder input.
• Employees: The company emphasizes employee development, engagement, and a positive work environment, as evidenced by positive survey results and industry recognitions.
• Customers: The company's mission is to serve and protect customers by advancing technology and innovation in critical national imperatives.
• Communities: SAIC demonstrates corporate citizenship through philanthropic support and employee volunteerism.

Next Steps

• Attend the virtual annual meeting on June 3, 2026, to vote on the proposed items.
• Review the company's Annual Report on Form 10-K for fiscal year ended January 30, 2026, for further financial details.
• Monitor the company's progress in fiscal year 2027 regarding growth, margin enhancement, and strategic initiatives.

Key Dates

Recommendation

While SAIC acknowledges recent financial challenges and revenue declines, the company has demonstrated resilience with improved EPS and free cash flow. The strategic initiatives, leadership changes, and focus on technology and innovation suggest a path to recovery. However, the recent revenue contraction and recompete losses warrant a 'hold' rating until sustained growth and improved financial performance are clearly demonstrated.

Keywords

SAIC, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Equity Incentive Plan, Corporate Governance, Fiscal Year 2026, SEC Filing