Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 18, 2023, the Board of Directors (the "Board") of Booz
Allen Hamilton Holding Corporation (the "Company"), upon the recommendation of
the Company's Nominating and Corporate Governance Committee of the Board,
increased the number of directors serving on the Board from ten to eleven.
On January 18, 2023, the Board appointed Rory P. Read as a new member of the
Board, effective January 18, 2023, upon the recommendation of the Company's
Nominating and Corporate Governance Committee, to fill the newly-created vacancy
on the Board. Mr. Read will serve for a term expiring at the Company's 2023
annual meeting of stockholders. Mr. Read has been appointed to serve on the
Board's Audit Committee.
Mr. Read will receive a pro rata portion of the standard compensation for
service on the Board. For the period beginning on August 1, 2022 through July
31, 2023, the standard compensation for the Company's unaffiliated directors is
equal to $320,000, to be paid $200,000 in restricted shares of Class A Common
Stock of the Company, par value $0.01 (the "Restricted Common Stock"), granted
under our Equity Incentive Plan, and $120,000 in either cash, Restricted Common
Stock, or a combination thereof, as elected by the director. In addition, the
Company will enter into an indemnification agreement with Mr. Read pursuant to
which the Company is required to indemnify Mr. Read against certain liabilities
which may arise by reason of his status or service as a director and to advance
expenses to him, subject to reimbursement if it is determined that he is not
entitled to indemnification. The form of such indemnification agreement has been
filed as exhibit 10.23 to the Company's Registration Statement on Form S-1,
initially filed with the Securities and Exchange Commission on June 21, 2010, as
last amended on November 8, 2010.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing the appointment of Mr. Read to
the Board is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated January 23, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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