CACI INTERNATIONAL INC /DE/

For the period ended Oct 15, 2026. Filed Sep 4, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 15, 2026 · Filed Sep 4, 2026

CACI$611.16+1.1%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

CACI INTERNATIONAL INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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September 4, 2026

Dear Fellow Shareholder:

I cordially invite you to attend our 2026 Annual Meeting of Shareholders on October 15, 2026, at 9:30 a.m., Eastern time. The annual meeting will be conducted online through a live webcast, which is often referred to as a “virtual meeting” of shareholders. Our digital format allows shareholders to participate safely, conveniently, and effectively. Shareholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/CACI2026.

The scheduled matters to be considered and acted on at the meeting are: the election of directors; a non-binding advisory vote to approve our named executive officers’ compensation; and ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2027. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

As a shareholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting online at the meeting if you wish to do so.

Thank you for your cooperation and continued support and interest in CACI International Inc.

Sincerely,

Lisa S. Disbrow

Chair of the Board

IMPORTANT: Even if you plan to attend the meeting, please complete, sign, date, and return promptly the form of proxy (you can vote via the Internet, by phone, or by using the return envelope if you received a physical copy) to ensure that your vote will be counted. You may vote online at the annual meeting if you so desire, even if you previously have sent in your proxy. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous ones.

Notice of 2026 Annual Meeting of Shareholders

Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2026.
Date and Time:	Thursday, October 15, 2026, 9:30 a.m., Eastern time.
Items of Business:	(1)	Election of 10 nominees named in our proxy statement to our Board of Directors to hold office until the 2027 Annual Meeting or until their respective successors have been elected and qualified;
	(2)	To approve on a non-binding, advisory basis the compensation of our named executive officers;
	(3)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2027; and
	(4)	To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.
Record Date:	Shareholders of record as of August 21, 2026 are entitled to vote at the 2026 Annual Meeting of Shareholders.
Attendance:	All shareholders are invited to attend the virtual meeting. If you wish to attend the meeting online, please review the instructions provided under “Meeting Information” on page 66 of our proxy statement.
Voting:	We encourage all shareholders to vote on the matters described in our proxy statement by Internet, phone or by using the return envelope if you received a physical copy. For additional instructions on voting your shares, please refer to the instructions under “Annual Meeting Information” on page 66 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com/events.

12021 Sunset Hills Road Reston, Virginia 20190(703) 841-7800www.caci.com	By Order of the Board of Directors
	J. WILLIAM KOEGEL, JR.SecretarySeptember 4, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON OCTOBER 15, 2026. Proxy materials are first being made available or mailed to our shareholders on or about September 4, 2026.

TABLE OF CONTENTS

PROXY SUMMARY	1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS	5
Board of Directors	6
Director Nomination Procedures	6
Board Composition	6
2026 Nominees for Director	9
Executive Officers	15
CORPORATE GOVERNANCE	17
Governance Framework	17
Structure	17
Primary Governance Documents	17
Board of Directors	18
Board Leadership	18
Committee Membership and Attendance	19
Committee Responsibilities	19
Board and Committee Independence	21
Annual Board Evaluations	22
Risk Oversight	22
Succession Planning	22
Shareholder and Interested Party Communications with Directors	22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	23
Related Party Transactions	23
Compensation Committee Interlocks and Insider Participation	23
SECURITIES OWNERSHIP	24
Principal Shareholders	24
Directors and Management	25
DELINQUENT SECTION 16(A) REPORTS	25
EXECUTIVE COMPENSATION	26
Compensation Discussion and Analysis	26
Human Resources and Compensation Committee Report	42
Executive Compensation Tables	43
Summary Compensation Table	43
Grants of Plan-Based Awards	45
Outstanding Equity Awards at Fiscal Year-End	46
Option Exercises and Stock Vested for Fiscal Year-End 2026	47
Pension Benefits	47
Non-Qualified Deferred Compensation	47
CEO Pay Ratio	48
Pay Versus Performance	48

Severance Agreements	53
Potential Payments on Termination or Change in Control	55
DIRECTOR COMPENSATION	57
Summary	57
Director Compensation Table	58
Director Stock Ownership Guidelines	58
EQUITY COMPENSATION PLAN INFORMATION	60
AUDIT INFORMATION	61
Principal Accountant Fees and Services	61
Pre-Approval Policies and Procedures	61
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2026	62
COMPANY PROPOSALS	63
Proposal 1 Election of Directors	63
Proposal 2 Advisory Vote on Executive Compensation	64
Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm	65
ANNUAL MEETING INFORMATION	66

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