Booz Allen Hamilton Holding Corp

This management-sponsored, non-binding proposal asks stockholders to approve the Company’s executive compensation as described in the Compensation Discussion and Analysis (CD&A) and accompanying tables. Management seeks this advisory approval to confirm stockholder support for its pay philosophy and incentive design, which emphasize a mix of base salary, annual cash incentives tied largely to Adjusted EBITDA and strategic goals, and long-term equity incentives (time-based RSUs plus performance-based RSUs with Adjusted EBITDA and Revenue metrics and a TSR multiplier). The proposal is intended to validate the Compensation, Culture and People Committee’s approach to aligning pay with multi-year performance, retention, and shareholder value creation while maintaining flexibility to respond to government contract constraints and regulatory considerations. The Board recommends FOR and cites consistent stockholder engagement, prior strong say-on-pay support (approximately 98% in 2025), and governance features including clawback provisions and robust equity-based incentives as reasons for support. Approval is advisory only and does not bind the Board, but the Board commits to consider the voting outcome in future compensation decisions. The Company frames target-setting and metrics (Adjusted EBITDA heavy weighting and multi-year performance RSUs) as reflective of the executive team’s ability to influence cash flow and long-term returns, and it emphasizes oversight mechanisms such as independent committee review and consultant input. Given the Company’s government contracting profile, the CD&A also highlights compliance with reimbursement caps, clawback policies, and retirement/transition arrangements that affect realized compensation. The Board’s recommendation stems from a view that the program balances pay-for-performance with retention and governance safeguards, and that stockholder endorsement would endorse that balance in a year with modest revenue decline but maintained profitability and disciplined capital allocation.

The shareholder proponent, John Chevedden, requests that the board permit shareholders to act by written consent when the consenting shareholders hold the minimum number of votes required to authorize an action at a fully attended meeting, and that no additional procedural restrictions be imposed beyond Delaware law § 228. Chevedden frames written consent as a timely mechanism to advance proposals between annual meetings and asserts that it is only viable for matters with overwhelming shareholder support, arguing that in practice a majority-of-outstanding requirement effectively demands very broad backing. The change demanded would lower procedural barriers to using written consent so long as the legal vote threshold is met, potentially allowing expedited shareholder action on matters with extensive — but perhaps geographically dispersed — support. Management counters that written consents risk undermining fairness and informed deliberation because they can be executed without advance notice, disclosure, or the deliberative processes that accompany meetings; the Board emphasizes that stockholders already can call special meetings with 25% support and that the Company’s existing governance (annual director elections, independent lead director, majority voting, engagement practices) provides accountability. The controversy centers on balancing shareholder initiative rights and the protection of minority and non-consenting holders from compressed or opaque decision processes; Booz Allen’s status as a government contractor with complex regulatory and stakeholder considerations also informs management’s caution. The Board argues special meetings preserve notice, disclosure, and equal participation, while the proponent argues that written consent is structured to require overwhelming support and therefore not prone to minority capture. Adoption of the proposal would materially change the mechanics of how significant shareholder actions can be initiated and could shorten timelines for corporate action; rejection preserves the current special-meeting regime and Board-controlled sequencing of stockholder actions.