Caci International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten nominees to serve on CACI’s Board of Directors until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to CACI’s named executive officers as disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.

   More detail

   Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to CACI’s named executive officers. The vote covers the compensation philosophy, structure, and overall compensation described in the proxy statement rather than any single pay element. The referenced disclosure includes the Compensation Discussion and Analysis, compensation tables, and related narrative discussion required by Item 402 of Regulation S-K. Because the vote is advisory, it will not bind CACI, the Board, or the Human Resources and Compensation Committee. Management is seeking approval as a way to obtain shareholder feedback on the Company’s executive compensation program and its alignment with performance and shareholder interests. CACI states that its program emphasizes pay for performance, with short- and long-term incentives comprising approximately 80% of target total direct compensation for named executive officers. The program includes annual bonuses tied to financial and operational metrics and long-term equity awards, including performance restricted stock units based on multi-year objectives. The Company also highlights governance features such as stock ownership requirements, a clawback policy, double-trigger change-in-control protections, and the absence of repricing, tax gross-ups, and automatic single-trigger equity vesting. The Board recommends voting FOR, noting strong historical shareholder support, including approximately 95% approval of the fiscal year 2025 compensation proposal, and stating that the Compensation Committee will consider any significant opposition.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as CACI’s independent registered public accounting firm for fiscal year 2027.

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When is the Caci International Inc 2026 annual meeting?

Caci International Inc (CACI) holds its 2026 annual shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Caci International Inc 2026 meeting?

The record date for the Caci International Inc 2026 meeting is Friday, August 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Caci International Inc's 2026 meeting?

The board is presenting 10 director nominees at the Caci International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Caci International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Caci International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.