CACI INTERNATIONAL INC /DE/
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 22, 2026
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Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended September 30, 2026, the following directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408:
John S. Mengucci, the CEO, adopted a new Rule 10b5-1 trading arrangement on September 14, 2026, that will terminate no later than August 31, 2027. Under the trading arrangement, up to an aggregate of 18,400 shares of common stock are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Change in Fiscal Year End; Amendments to By-Laws
On October 20, 2026, the Board of Directors (the Board) of the Company changed the Company’s fiscal year end from June 30 to December 31. In connection with the change in fiscal year, and to align the Company’s governance calendar with the new fiscal year, the Board amended the Company’s By-Laws to (i) provide that the date of the annual meeting of shareholders be fixed from time to time by the Board; (ii) provide that the Company’s fiscal year be fixed, and may be changed, from time to time by the Board; and (iii) replace the prior fixed advance notice deadline for shareholder nominations and proposals with a more customary advance notice provision. The foregoing description is qualified in its entirety by reference to the amended By-Laws.
2027 Annual Meeting of Shareholders; Record Date
The Board has set April 15, 2027 as the date of the Company’s 2027 Annual Meeting of Shareholders (the 2027 Annual Meeting), to be held at 9:30 a.m., local time, in a virtual meeting format. The Board has fixed the close of business on February 16, 2027 as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2027 Annual Meeting and any adjournment or postponement thereof. Additional details regarding the virtual meeting will be set forth in the Company’s proxy statement for the 2027 Annual Meeting.
New Deadlines for Shareholder Proposals and Director Nominations
As the date of the 2027 Annual Meeting has changed by more than 30 calendar days from the first anniversary of the Company’s 2026 annual meeting of shareholders (held on October 15, 2026), the deadlines for the submission of shareholder proposals and director nominations previously disclosed in the Company’s 2026 proxy statement are no longer applicable. In accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company is providing the following new deadlines:
Proposals for inclusion in the Company’s proxy materials under Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, in order for a shareholder proposal to be eligible for inclusion in the Company’s proxy materials for the 2027 Annual Meeting, the proposal must be received by the Secretary of the Company at the Company’s principal executive offices no later than the close of business on December 15, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also satisfy the other requirements of Rule 14a-8.
Nominations and other business under the Company’s By-Laws (outside Rule 14a-8). Under the Company’s amended By-Laws, for a shareholder’s notice of a director nomination or other business to be properly brought before the 2027 Annual Meeting (other than a proposal submitted for inclusion in the Company’s proxy statement under Rule 14a-8), the notice must be delivered to, or mailed and received by, the Secretary of the Company no earlier than the close of business on December 16, 2026 and no later than the close of business on the later of (i) January 15, 2027 and (ii) the tenth day following the day on which the Company first publicly announces the date of the 2027 Annual Meeting. Any such notice must comply with the requirements set forth in the By-Laws.
Notice under the universal proxy rules (Rule 14a-19). In addition to satisfying the advance notice requirements of the By-Laws, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the later of (i) February 14, 2027 and (ii) the tenth calendar day following the day on which the Company first publicly announces the date of the 2027 Annual Meeting.
All notices, proposals, and nominations described above should be directed to the Secretary of the Company at the Company’s principal executive offices.
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