SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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Soliciting Material Under Rule
14a-12
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Confidential, For Use of
the
Commission Only (as permitted
by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy
Statement
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Definitive Additional
Materials
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CACI
INTERNATIONAL INC
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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Title of each class of
securities to which transaction applies:
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Aggregate number of
securities to which transaction applies:
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum
aggregate value of transaction:
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Fee paid previously
with preliminary materials:
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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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1)
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Amount previously
paid:
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2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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4)
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Date Filed:
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October 4, 2012
Dear Fellow Stockholder:
I
cordially invite you to attend your Companys 2012 Annual Meeting of
Stockholders on November 15, 2012, at 9:30 a.m., local time. The meeting will be
held at the Le Meridien Arlington, 1121 19th Street North, Arlington,VA,
22209.
The scheduled matters to be
considered and acted on at the meeting are the election of directors; a
non-binding advisory vote to approve the compensation of our named executive
officers; and ratification of the appointment of Ernst & Young LLP as our
independent auditors. Detailed information concerning these matters is set forth
in the attached Notice of Annual Meeting of Stockholders and Proxy
Statement.
As a stockholder, 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 in person at the meeting if you wish to do so.
Thank you for your cooperation and
continued support and interest in CACI International Inc.
Sincerely,
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J.P. LONDON
Chairman of the Board and Executive
Chairman
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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 in person 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.
CACI International Inc
1100 North
Glebe Road
Arlington, Virginia
22201
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 15,
2012
____________________
Notice is
hereby given that the Annual Meeting of Stockholders of CACI International Inc
(CACI or the Company) will be held on Thursday, November 15, 2012 at 9:30 a.m.,
local time, at the Le Meridien Arlington, 1121 19th Street North, Arlington, VA,
22209 for the following purposes:
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To elect the nine nominees named
in the Proxy Statement to the Companys Board of Directors;
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2.
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To approve on a non-binding
advisory basis the compensation of our named executive
officers;
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3.
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To ratify the appointment of
Ernst & Young LLP as the Companys independent auditors for fiscal
year 2013; and
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4.
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To transact such other business
as may otherwise properly come before the Annual Meeting or any
adjournment thereof.
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The Board of Directors has fixed the
close of business on September 17, 2012 as the record date for the determination
of stockholders entitled to notice of and to vote at the Annual
Meeting.
A list of the stockholders entitled
to vote at the Annual Meeting will be made available during regular business
hours at CACI International Inc, 1100 N. Glebe Road, Arlington, Virginia 22201
from November 1, 2012 through November 14, 2012 for inspection by any
stockholder for any purpose germane to the meeting.
By Order of the Board of
Directors
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ARNOLD D.
MORSE
Secretary
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Arlington, Virginia
Dated: October 4,
2012
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 in person 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.
CACI International Inc
1100 North
Glebe Road
Arlington, Virginia
22201
____________________
PROXY STATEMENT
FOR
ANNUAL
MEETING OF STOCKHOLDERS
____________________
This
Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of CACI International Inc to be used at the
Annual Meeting of Stockholders of the Company to be held on November 15, 2012.
This Proxy Statement is being made available on or about October 4, 2012. The
presence of a stockholder at the Annual Meeting or any adjournment thereof will
not automatically revoke such stockholders proxy. However, any stockholder
furnishing a proxy has the power to revoke it by furnishing written notice to
Arnold D. Morse, Secretary of the Company, by delivering to the Company a proxy
bearing a later date, or by voting in person at the Annual Meeting. Please note,
however, that any stockholder wishing to revoke a previous proxy whose shares
are held of record by a broker, bank or other nominee must follow such nominees
instructions to revoke such proxy or vote at the Annual Meeting. A proxy card is
enclosed for your use in connection with the Annual Meeting. The shares
represented by each properly signed and returned proxy will be voted in
accordance with the instructions marked thereon or, in the absence of
instructions, the proxy will be voted:
FOR
the Board of Directors nine nominees for election to the Companys
Board of Directors.
FOR
the resolution approving the compensation of the named executive
officers, as disclosed in the Companys 2012 Proxy Statement pursuant to the
compensation disclosure rules of the SEC, including the Compensation Discussion
and Analysis, the Summary Compensation Table and the other accompanying tables
and narrative disclosure.
FOR
the ratification of the appointment of Ernst & Young LLP as
independent auditors.
The Board does not expect that any
matter other than those set forth in the Notice of the Annual Meeting will be
brought before the Annual Meeting. If any other matters properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote the shares
represented by all properly executed proxies on such matters in accordance with
their judgment.
The close of business on September
17, 2012 has been fixed as the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting. At the
close of business on September 17, 2012, the Company had 22,828,650 shares of
common stock issued and outstanding. Each share is entitled to one
vote.
INTERNET AVAILABILITY OF PROXY
MATERIALS
We are furnishing proxy materials to
our stockholders primarily via the Internet, instead of mailing printed copies
of those materials to each stockholder. On October 4, 2012, we mailed to our
stockholders (other than those who previously requested electronic delivery) a
Notice of Internet Availability containing instructions on how to access our
proxy materials, including our proxy statement and our annual report. The Notice
of Internet Availability also instructs our stockholders on how to access their
proxy card to vote through the Internet or by telephone.
This process is designed to expedite
stockholders receipt of proxy materials, lower the cost of the annual meeting,
and help conserve natural resources. However, if a stockholder would prefer to
receive printed proxy materials, the stockholder may follow the instructions
included in the Notice of Internet Availability. If a stockholder has previously
elected to receive our proxy materials electronically, that stockholder will
continue to receive these materials via e-mail unless he or she elects
otherwise.
PROPOSAL 1: ELECTION OF
DIRECTORS
In
accordance with the Companys By-laws, the Board has set at nine the number of
Directors to constitute the full Board. Nine persons have been nominated for
election to serve as a Director of the Company. Under the Companys By-laws, all
Directors hold office at the pleasure of the stockholders or until their
respective successors are elected.
Unless authority is withheld, the
persons named in the accompanying proxy will vote the shares of common stock
represented by the proxy
FOR
the election of the nine nominees listed below. Under the
Companys By-laws, the presence in person or by proxy of the holders of a
majority of the shares entitled to vote at the Annual Meeting will constitute a
quorum for the transaction of business.
In general, under Delaware law,
broker non-votes (which arise when brokers lack authority to vote and fail to
obtain instructions from the beneficial owners of the related shares) and
abstentions count toward the determination of a quorum. Regarding the election
of directors, if a quorum is present, a majority of the votes properly cast for
election of directors is sufficient to elect directors. Votes to withhold
authority are considered properly cast; broker non-votes are not treated as
votes cast. New York Stock Exchange (NYSE) Rule 452 now classifies the election
of directors as a non-routine matter. As a result, banks and brokers will not be
able to vote on the election of directors without instructions from the
beneficial owners. We encourage all stockholders who hold shares through a bank,
broker or other holder of record to provide voting instructions to such parties
to ensure that their shares are voted at the Annual Meeting.
The Boards Corporate Governance and
Nominating Committee has recommended nine nominees for election as Directors.
All nine nominees are current Directors
(1)
. For more information
regarding nomination procedures and corporate governance matters, please consult
the Corporate Governance section set forth later in this Proxy
Statement.
The Company has no reason to believe
that any of the nominees will be unable or unwilling to serve. In the event that
any nominee is not available or should decline to serve, the persons named in
the proxy may vote for the others and may vote for such other person(s) as they,
in their discretion, may decide.
NOMINEES
Listed below are the nominees for
Director, with information showing the age of each, the year each was first
elected as a Director of the Company, and the business affiliations and relevant
experience of each.
Non-Management
Directors
James S. Gilmore
III
, 62. Director of the Company
since 2009.
Mr. Gilmore brings to the
Board an exceptional history of leadership and distinguished service to the
nation and particular knowledge and experience in legal, regulatory and
governmental affairs.
Mr. Gilmore was
the 68th Governor of the Commonwealth of Virginia, serving in that office from
1998 to 2002. He was a partner in the law firm of Kelley Drye & Warren LLP
from 2002 to 2008, where he served as the Chair of the firms Homeland Security
Practice Group and where his practice also focused on corporate, technology,
information technology and international matters. In 2003, President George W.
Bush appointed Mr. Gilmore to the Air Force Academy Board of Visitors, and he
was elected Chairman of the Air Force Board in the fall of 2003. Former Governor
Gilmore served as the Chairman of the Republican National Committee from 2001 to
2002. He also served as Chairman of the Congressional Advisory Panel to Assess
Domestic Response Capabilities for Terrorism Involving Weapons of Mass
Destruction, a national panel established by Congress to assess federal, state
and local government capabilities to respond to the consequences of a terrorist
attack. This panel, also known as the Gilmore Commission, was influential in
developing the Office of Homeland Security. Mr. Gilmore is a graduate of the
University of Virginia and the University of Virginia School of Law. Within the
last five years, Mr. Gilmore served as a director of the following publicly-held
companies: Barr Laboratories, Inc., Cypress Communications, Inc. and IDT
Corporation. During this timeframe, he was also a member of the advisory board
of Hewlett-Packard Company. He is currently a
____________________
(1)
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Paul M. Cofoni, a current Director, is not a candidate for
re-election.
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2
director of Atlas Air Worldwide
Holdings. He also serves as President and CEO of the Free Congress Foundation,
an entity that offers bi-partisan conservative solutions to various domestic and
national security challenges. Mr. Gilmore is a member of the Council on Foreign
Relations. In addition, Mr. Gilmore operates Gilmore Global Group, LLC in which
he consults with companies seeking to market goods and services worldwide. Mr.
Gilmore served in the U.S. Army from 1971-1974 in military
intelligence.
Gregory G. Johnson
, 66.
Director of the Company since 2006.
As the former Commander,
U.S. Naval Forces Europe and Africa, and Commander in Chief, Allied (NATO)
Forces Southern Europe, Admiral Johnson (Retired) brings to the Board valuable
insights into the Department of Defense, intelligence and international
communities.
Since retiring from the
U.S. Navy in 2004, Admiral Johnson founded Snow Ridge Associates, a provider of
strategic advice and counsel. During his 36-year naval career, Admiral Johnson
rose through the ranks to Four-Star Admiral. He commanded at every level. He was
most recently responsible for naval operations throughout the 91 nations and
adjacent seas of the European and African Areas of Responsibility. He developed
substantive policy-level relationships with many of those nations. Admiral
Johnsons NATO duties included operational-level command of the peace support
operations in Bosnia-Herzegovina and Kosovo, as well as NATO missions in
Macedonia, Albania, and other Southeastern European nations. Admiral Johnson
oversaw the successful implementation of NATOs Operation Active Endeavor
(Mediterranean maritime intercept operations), assumed command of the NATO
Response Force at the Istanbul Summit in June 2004, oversaw NATOs contributions
to the Hellenic Republic of Greeces security efforts during the 2004 Olympics,
and was responsible for the establishment of NATOs training support mission in
Iraq. During his naval career, Admiral Johnson was also assigned to several
senior policy positions in Washington, most notably serving as the executive
assistant to the Chairman, Joint Chiefs of Staff (1992 to 1993) and military
assistant, first to the Deputy Secretary of Defense and subsequently to the
Secretary of Defense (1997 to 2000). Admiral Johnson is active on numerous
nonprofit boards and serves several civic and community organizations and
institutions. Admiral Johnson also serves on the Board of Directors of Delorme,
Inc.
Dr. Richard L.
Leatherwood
, 73. Director of the
Company since 1996.
Dr. Leatherwood brings to
the Board senior-level executive experience with publicly-held corporations. Dr.
Leatherwoods experience includes business unit management for a Fortune 500
transportation company.
From 1986 to
1991, Dr. Leatherwood was President and Chief Executive Officer of CSX Equipment
Group. In 1985, Dr. Leatherwood was Vice Chairman of Chessie System Railroads
and Seaboard System Railroad. From 1983 to 1985, Dr. Leatherwood was President
and Chief Executive Officer of Texas Gas Resources Group. From 1977 to 1983, Dr.
Leatherwood held positions with Texas Gas Resources Corporation, a conglomerate
of transportation and energy businesses with both revenues and assets in excess
of $2.0 billion: 1982 to 1983, Executive Vice President; 1980 to 1982, Senior
Vice President and Chief Financial Officer; 1979 to 1980, Vice President and
Assistant to the President; and 1977 to 1979, Vice President, Planning and
Systems, Trucking Division. Dr. Leatherwood is currently Chairman Emeritus of
the Baltimore & Ohio Railroad Museum, a non-profit corporation. Within the
last five years, Dr. Leatherwood served as a director of the following
publicly-held company: Dominion Resources, Inc.
James L.
Pavitt
, 66. Director of the Company
since 2008.
With over 30 years of
experience in the intelligence community, Mr. Pavitt brings to the Board
expertise in such areas as financial risk assessment, defense, information
technology, homeland security, counterterrorism, and intelligence.
As the Deputy Director for Operations at
the Central Intelligence Agency (CIA), he managed the CIAs globally deployed
personnel and nearly half of its multi-billion dollar budget. He also served as
the head of Americas Clandestine Service, leading the CIAs operational
response to the attacks of September 11, 2001. As Chief of the CIAs
Counterproliferation Division, he managed and directed intelligence operations
against global proliferation networks. From 1990 to 1993, he served as Senior
Intelligence Advisor on the National Security Council team for President George
H.W. Bush. He is a recipient of the CIAs Distinguished Intelligence Medal for
his excellent work in these capacities. He is also a recipient of the CIA Career
Distinguished Intelligence Medal, the CIA Directors Medal and the Donovan
Award. From 2004 until April 2011, Mr. Pavitt served as a Senior Advisor of The
Scowcroft Group in Washington, D.C., an international strategic business
advisory firm. Mr. Pavitt also serves on the advisory board of the Patriot
Defense Group as well as the advisory board of Olton Solutions, Ltd, a company
based in the United Kingdom.
3
Dr.
Warren R. Phillips
, 71. Director of the
Company since 1974.
In addition to his
experience as a senior-level technology executive, Dr. Phillips brings to the
Board considerable expertise in the areas of information technology policy,
public sector finance, and the provision of computer services. The Board also
benefits from Dr. Phillips familiarity with the U.S. intelligence community and
his understanding of international business issues.
Dr. Phillips serves as the Chief Financial Officer for the
Albanian-Macedonian-Bulgarian Oil Pipeline Corporation, a $1.5 billion crude oil
pipeline developer for Caspian oil flows to the West. From February 2008 through
August 2011, Dr. Phillips served as the Chairman of the Board and Chief
Executive Officer of Advanced Blast Protection, Inc., a research, development
and manufacturing company that produced conventional and unconventional bullet
resistant glass, modular vehicle armor, and specialized armored vehicles for
military, law enforcement and civilian use. In November 2009, Advanced Blast
Protection, Inc. filed a petition pursuant to Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of Florida. Dr. Phillips also serves as co-manager of the assets of the company
during the distribution of assets. Dr. Phillips is currently a Liquidating
Trustee for Advanced Blast Protection, Inc. From 1993 to 2001, Dr. Phillips was
Executive Vice Chairman and Chief Financial Officer of Maryland Moscow, Inc., a
501(c)(3) educational and training venture that was involved in over $50 million
in financial training to the newly evolving countries of the former Soviet
Union. Dr. Phillips provided advice in developing financial systems (bank, stock
exchange, pension, insurance, and government) in most of those countries.
Between 1974 and 2003, Dr. Phillips was Professor of Government and Politics at
the University of Maryland. During that time, he served in a number of
administrative positions including Vice President for Academics at the
University of Maryland Baltimore County, and Assistant Vice President for
Administration for the University System where he managed system-wide
information technology, budgeting, and internal audit.
Charles P.
Revoile
, 78. Director of the
Company since 1993.
As an attorney and former
senior-level executive, Mr. Revoile brings to the Board his considerable
experience in the governance of publicly-held corporations and in contracting
with the United States government. In addition, the Board values Mr. Revoiles
perspective in financial and management disciplines as an active private
investor.
From 1985 to 1992, Mr. Revoile
served as Senior Vice President, General Counsel, and Secretary of CACI
International Inc. From 1971 to 1985, Mr. Revoile was Vice President and General
Counsel of Stanwick Corporation. From 1964 to 1971, Mr. Revoile was counsel to
the Communications division of Westinghouse Electric Corporation. From 1961 to
1964, he served as legislative counsel to the National Food Processors
Association, representing the industry before Congress and the Executive
agencies. Currently, Mr. Revoile is a legal and business consultant and an
independent investor.
General William S.
Wallace
, USA (Ret.), 65. Director
of the Company since 2009.
General Wallace brings to
the Board a 39-year record of military service and
experience.
From 2005 to 2008, he served
as the Commanding General of the U.S. Army Training and Doctrine Command,
leading more than 50,000 soldiers and civilians at 33 Army schools in the United
States. He was the architect of the Armys reorganization during military
operations in Iraq and Afghanistan and developed the organizational, technical,
and warfighting requirements for Army modernization efforts. From 2003 to 2005,
General Wallace was Commanding General of the Army Combined Arms Center where he
was responsible for developing Army doctrine and for providing the intellectual
foundation for military leadership in the 21st century. As Commanding General of
the Fifth U.S. Corps from 2001 to 2003, during the opening campaign of Operation
Iraqi Freedom, General Wallace led 140,000 soldiers from Kuwait to Baghdad, and
subsequently directed the occupation of Western and Northern Iraq. He served as
Commander of the Joint Warfighting Center from 1999 to 2001; Commanding General
of the 4th Infantry Division (the Armys first division incorporating new C4ISR
technologies) from 1997 to 1999; and Commanding General of the National Training
Center from 1995 to 1997. General Wallace is a 1969 graduate of the United
States Military Academy at West Point. General Wallace currently acts as an
independent consultant to various organizations and businesses serving the
Department of Defense (DoD) and is an independent director for Oshkosh
Corporation, Inc.
4
Management Directors
Daniel D. Allen
, 52.
President & Chief Executive Officer; Director of the Company since July
2012.
Mr. Allen brings nearly 30
years of organizational leadership positions within the intelligence and
information technology industry.
Since
July 1, 2012, Mr. Allen has been the President and Chief Executive Officer for
CACI International Inc. From March 14, 2011 until December 31, 2011, Mr. Allen
was Chief Operating Officer, U.S. Operations. From January 1, 2012 until June
30, 2012, Mr. Allen held the position of President of U.S. Operations for CACI,
INC.-FEDERAL. In these roles, he managed and oversaw the growth of all of CACIs
U.S. business groups. Prior to joining CACI, he served as Sector Vice President
and General Manager of Northrop Grummans Intelligence Systems Division, the
largest division in the companys Information Systems Sector. He led a division
focused on providing specialized intelligence systems, operations, and
enterprise IT services to the Intelligence Community; delivered cyberspace
systems and operations to intelligence, DoD, and federal civilian clients; and
oversaw the Northrop Grumman internal Information Security Operations. In
addition to growing revenue, his achievements included delivering continuous
margin improvement and executing successful mergers and acquisitions activities.
Mr. Allen also served as Senior Vice President and Deputy to the President of
General Dynamics Information Technology, where he led the delivery of enterprise
services to the intelligence, DoD, federal, civilian, commercial, and
international marketplaces. His experience also includes management positions
with GTE Government Systems Corporation and TRW, where he began his career as a
software engineer. Mr. Allen possesses a masters degree in computer science
from Johns Hopkins University and a masters degree in national resource
strategy from the National Defense University.
Dr. J. P.
London
, 75. Chairman of the Board
and Executive Chairman; Director of the Company since 1981.
Under Dr. Londons
leadership, CACI has grown from a small professional services consulting firm to
become a major multi-billion dollar international pacesetter in information
technology and communications solutions markets. CACI became a Fortune 1000
company in 2006.
Dr. London joined CACI
in 1972. He was appointed President and Chief Executive Officer in 1984 and
elected Chairman of the Board in 1990. On July 1, 2007, Dr. London was appointed
Executive Chairman. Dr. London is widely recognized in government and business
as a leader in the industry. He has received numerous awards during his career
for his business and civic accomplishments, including the Association of the
U.S. Armys John W. Dixon Award for outstanding contributions to Americas
defense and the U.S. Navy Leagues Fleet Admiral Chester W. Nimitz Award for his
exemplary contributions to the enhancement of U.S. maritime strength and
national security. Dr. London was inducted as a Laureate into the Greater
Washington Business Hall of Fame in 2010. In 2011, he was inducted into the
Halls of Fame of the Naval Postgraduate School in Monterrey, California and the
Arlington (Virginia) Chamber of Commerce. In 2012, he was the Hall of Fame
Honoree of the Greater Washington Government Contractor Awards. He is also the
recipient of the Ernst & Young Entrepreneur of the Year for Government IT
Services, the Northern Virginia Technology Councils Earl C. Williams Award for
Leadership in Technology, the KPMG Peat Marwick High Tech Entrepreneur Award,
and the Albert Einstein Award for Technology Achievement in the Defense Field.
In addition, Dr. London has been recognized by the Human Resources Leadership
Award of Greater Washington in its annual awards program, through the
establishment of its Ethics in Business Award named in his honor. Dr. London
serves on the boards of the U.S. Naval Institute, the U.S. Navy Memorial
Foundation, the Naval Historical Foundation and he served previously on the
Secretary of the Navys Advisory Subcommittee on Naval History. Dr. London has
served, since its inception, on the Board of Directors of CAUSE (Comfort for
Americas Uniformed Services), organized in 2003 to serve the needs of wounded
military personnel returning from Iraq and Afghanistan. Dr. London is currently
a director and member of the Executive Committee of the Armed Forces
Communications and Electronics Association and the Northern Virginia Technology
Council. Dr. London is also a member of the National Military Intelligence
Association, the Intelligence and National Security Alliance, the Association of
the U.S. Army, the Navy League, the Naval Order of the U.S.A. Dr. London holds a
B.S. in Engineering from the United States Naval Academy, a M.S. in Operations
Research from the United States Naval Postgraduate School, and a Doctorate in
Business Administration, conveyed with distinction, from the George Washington
University School of Business and Public Management. Early in his career, Dr.
London served as a Naval Aviator. Dr. London holds the rank of Captain, U.S.
Navy (Retired).
The Board recommends that
stockholders vote FOR each of the Nominees.
5
SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS,
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the latest available information as of September 17,
2012 with respect to beneficial ownership of the Companys common stock held by
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding common stock.
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Amount of Beneficial
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Ownership
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Percent of
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Beneficial Owner
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of Common Stock
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Common Stock
(1)
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BlackRock, Inc.
(2)
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2,127,152
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9.32%
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40 East 52
nd
Street
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New York, NY
10022
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Blue Harbour Group,
LP
(3)
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1,941,074
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8.50%
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646 Steamboat
Road
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Greenwich, CT
06830
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The
Vanguard Group, Inc.
(4)
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1,918,521
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8.40%
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100 Vanguard
Blvd.
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Malvern, PA
19355
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Dimensional Fund Advisors
LP
(5)
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1,699,717
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|
|
7.45%
|
|
Palisades West,
Building One
|
|
|
|
|
|
|
|
|
6300 Bee Cave
Road
|
|
|
|
|
|
|
|
|
Austin, TX
78746
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
Based on 22,828,650 shares of common stock outstanding as of the
September 17, 2012 record date.
|
|
(2)
|
|
The number of shares beneficially held by BlackRock, Inc.
(BlackRock) is based solely on information in a Schedule 13G/A filed with
the SEC by BlackRock on February 10, 2012 on behalf of itself and certain
entities under its control. The report states that BlackRock holds
2,127,152 shares with sole voting and sole dispositive power over all
2,127,152 shares.
|
|
(3)
|
|
The number of shares beneficially held by Blue Harbour Group, LP, a
Delaware limited partnership (Manager), Blue Harbour Holdings, LLC, a
Delaware limited liability company (Manager GP), and Clifton S. Robbins, a
citizen of the United States of America (Mr. Robbins) (Blue Harbour Group,
LP et al. is based solely on information in a Schedule 13D filed with the
SEC by Blue Harbour Group, LP et al. on August 29, 2012. The report states
that Blue Harbour Group, LP et al. beneficially owns an aggregate of
1,941,074 shares. The report further states that the 1,941,074 shares of
Common Stock beneficially owned, in the aggregate, by Blue Harbour Group,
LP et al., may be deemed to be beneficially owned by each of the Manager,
Manager GP, and Mr. Robbins.
|
|
(4)
|
|
The number of shares beneficially held by The Vanguard Group, Inc.
(Vanguard) is based solely on information in a Schedule 13G filed with the
SEC by Vanguard on February 9, 2012 on behalf of itself and certain
entities under its control. The report states that Vanguard holds
1,918,521 shares with sole dispositive power over 1,878,235 shares and
sole voting power over 40,286 shares.
|
|
(5)
|
|
The number of shares beneficially held by Dimensional Fund Advisors
LP (Dimensional) is based solely on information in a Schedule 13G filed
with the SEC by Dimensional on February 14, 2012 on behalf of itself and
certain entities under its control. The report states that Dimensional
holds 1,699,717 shares with sole voting power over 1,661,144 shares and
sole dispositive power over all 1,699,717
shares.
|
6
The
following table provides information as of September 17, 2012 with respect to
beneficial ownership for each Executive Officer, each present Director, and for
all Current Executive Officers and Directors of the Company as a
group.
|
|
Amount of
|
|
|
|
|
|
|
|
Beneficial Ownership
|
|
Percent of
|
Name of Beneficial Owner and Position
|
|
|
of Common
Stock
(1)
|
|
Common
Stock
(2)(3)
|
J.P. London
|
|
|
192,433
|
(4)
|
|
|
|
*
|
|
|
Chairman of the
Board, Executive Chairman,
|
|
|
|
|
|
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
Daniel D. Allen
|
|
|
8,660
|
|
|
|
|
*
|
|
|
President, Chief
Executive Officer,
|
|
|
|
|
|
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
|
__
|
|
|
|
|
*
|
|
|
Chief Operating
Officer, President,
|
|
|
|
|
|
|
|
|
|
|
U.S.
Operations
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Mutryn
|
|
|
75,863
|
(5)
|
|
|
|
*
|
|
|
Executive Vice
President,
|
|
|
|
|
|
|
|
|
|
|
Chief Financial
Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Bradford
|
|
|
99,275
|
(6)
|
|
|
|
*
|
|
|
Chief Executive,
CACI Limited,
|
|
|
|
|
|
|
|
|
|
|
President, U.K.
Operations
|
|
|
|
|
|
|
|
|
|
|
Paul M. Cofoni
|
|
|
324,930
|
(7)
|
|
|
|
1.42
|
%
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
James S. Gilmore III
|
|
|
5,682
|
(8)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
Gregory G.
Johnson
|
|
|
2,790
|
(8)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
Richard L. Leatherwood
|
|
|
23,352
|
(9)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
James L. Pavitt
|
|
|
5,952
|
(8)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
Warren R. Phillips
|
|
|
5,362
|
(8)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
Charles P.
Revoile
|
|
|
30,734
|
(10)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
William S. Wallace
|
|
|
4,789
|
(8)
|
|
|
|
*
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
All Current Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
and Directors as a
Group (13 in number)
|
|
|
779,822
|
|
|
|
|
3.42
|
%
|
|
____________________
(1)
|
|
All stock settled stock
appreciation rights (SSARs) and stock options exercisable as of September
17, 2012 or within 60 days after that date are treated as exercised for
the underlying shares of common stock. All Restricted Stock Units (RSUs)
vesting as of September 17, 2012 or within 60 days after that date are
treated as vested for the underlying shares of common stock.
|
|
(2)
|
|
Based on 22,828,650 shares of
common stock outstanding as of the September 17, 2012 record
date.
|
|
(3)
|
|
The asterisk (*) denotes that the
individual holds less than one percent of outstanding common stock. This
stock is included in the total percentage of outstanding common stock held
by the Executive Officers and Directors shown above.
|
|
(4)
|
|
Includes 78,878 shares obtainable
upon exercise of options within 60 days of September 17,
2012.
|
|
(5)
|
|
Includes 45,100 shares obtainable
upon exercise of SSARs/options exercisable within 60 days of September 17,
2012.
|
|
(6)
|
|
Includes 45,640 shares obtainable
upon exercise of SSARs/options exercisable within 60 days of September 17,
2012.
|
7
(7)
|
|
Includes 3,996 shares in CACIs 401(k) plan and 303,380 shares
obtainable upon exercise of SSARs/options exercisable within 60 days of
September 17, 2012.
|
|
(8)
|
|
Includes 460 shares obtainable upon vesting of RSUs within 60 days
of September 17, 2012.
|
|
(9)
|
|
Includes 4,000 shares owned by Dr. Leatherwoods wife, 3,000 shares
obtainable upon exercise of options exercisable within 60 days of
September 17, 2012, and 460 shares obtainable upon vesting of RSUs within
60 days of September 17, 2012.
|
|
(10)
|
|
Includes 3,000 shares obtainable upon exercise of options
exercisable within 60 days of September 17, 2012 and 460 shares obtainable
upon vesting of RSUs within 60 days of September 17,
2012.
|
Section 16(a) Beneficial Ownership
Reporting
Section
16(a) of the Securities and Exchange Act of 1934 requires the Companys Officers
and Directors and persons who own more than ten percent of a registered class of
the Companys equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Such Officers,
Directors, and stockholders are required by SEC regulations to furnish the
Company with copies of all such reports that they file.
Under the applicable regulations,
the reporting person is responsible for making the filing. Ordinarily however,
when a reporting person engages in a transaction with the Company, such as the
grant of a stock option, RSU, or similar award, Company personnel generate the
report on a timely basis for the benefit of the reporting person. During the
fiscal year ended June 30, 2012, in the following instances, these reports were
inadvertently not generated and filed on a timely basis due to administrative
errors:
A Form 4 was not timely filed for Mr. William M. Fairl upon the February
16, 2012 exercise of certain stock appreciation rights which he received under
the Companys 2006 Stock Incentive Plan. The Form 4 was filed on February 23,
2012. The aggregate number of shares for which the necessary report was not
filed on a timely basis was 24,780.
Equity Compensation Plan
Information
The following table provides
additional information as of June 30, 2012 regarding shares of the common stock
of the Company authorized for issuance under its equity compensation
plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
Number of
|
|
|
|
For Future Issuance
|
|
|
Securities to be Issued
|
|
Weighted Average
|
|
Under Equity
|
|
|
Upon Exercise of
|
|
Exercise Price of
|
|
Compensation Plans
|
|
|
Outstanding Options,
|
|
Outstanding Options,
|
|
(excluding Securities
|
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Reflected in Column (a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity Compensation
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by
Stockholders
(1)
|
|
|
3,385,784
|
(2)
|
|
|
|
$
|
53.62
|
(3)
|
|
|
|
3,274,934
|
(4)
|
|
|
|
Equity Compensation Plans
Not
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by
Stockholders
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
Total
|
|
|
3,385,784
|
|
|
|
|
$
|
53.62
|
|
|
|
|
3,274,934
|
|
|
____________________
(1)
|
|
The equity compensation plans approved by the stockholders of the
Company are the 2006 Stock Incentive Plan (the 2006 Plan), the Director
Stock Purchase Plan (DSPP), the Management Stock Purchase Plan (MSPP), and
the Employee Stock Purchase Plan (ESPP). Under the terms of the 2006 Plan,
the Company may issue, among other awards, non-qualified stock options,
restricted stock, restricted stock units (RSUs) and stock-settled
appreciation rights (SSARs). The DSPP allows Directors to elect to receive
RSUs at the market price of the Companys common stock on the date of the
award in lieu of up to 100 percent of their annual retainer fees. The MSPP
allows those senior executives with stock holding requirements a mechanism
to receive RSUs at 85 percent of the fair market price of the Company
common stock in lieu of up to 100 percent of their annual bonus
compensation. The ESPP allows eligible full-time employees to purchase
shares of the Companys common stock at 95 percent of the fair market
value of a share of common stock on the last day of the
quarter.
|
|
(2)
|
|
The number of securities to be issued upon exercise or vesting
under stock purchase plans approved by shareholders as of June 30, 2012 is
as follows: 2006 Plan, 3,335,019; the DSPP, 402; and the MSPP,
50,363.
|
8
(3)
|
|
Represents the weighted average exercise price of the stock options
and SSARs issued under the 2006 Plan that were outstanding as of June 30,
2012. The weighted-average exercise price above does not include the
weighted average market prices of shares underlying RSUs issued under the
DSPP, MSPP, ESPP and the 2006 Plan.
|
|
(4)
|
|
The remaining number of securities available for issuance under
stock purchase plans approved by shareholders as of June 30, 2012 is as
follows: 2006 Plan, 2,713,225; the DSPP, 70,915; the MSPP, 350,802; and
the ESPP, 139,992.
|
EXECUTIVE OFFICERS
As of
October 1, 2012, the Executive Officers of the Company were J.P. London,
Chairman of the Board and Executive Chairman, Daniel D. Allen, President and
Chief Executive Officer, and the following three persons indicated in the table
below.
|
|
Positions and Offices
|
|
|
Name,
Age
|
|
|
With the
Company
|
|
Principal
Occupations
|
John S. Mengucci, 50
|
|
Chief Operating Officer and
President, U.S.
Operations
|
|
Chief Operating Officer and President, U.S. Operations,
July 1, 2012 to present; Chief Operating Officer for U.S. Operations,
February 2012 to June 30, 2012; President, Lockheed Martin Information
Systems and Global Solutions - Civil Product Line, 2010-2012; President,
Lockheed Martin Information Systems and Global Solutions Defense
2007-2010
|
|
|
|
|
|
Thomas A. Mutryn, 58
|
|
Executive Vice President,
Chief Financial
Officer
and Treasurer
|
|
Executive Vice President, Chief Financial Officer and
Treasurer, CACI International Inc, April 2007 to present; Acting Chief
Financial Officer and Treasurer, January 2007 to April 2007; Executive
Vice President, Corporate Development, September 2006 to January 2007.
GTSI Corp., Senior Vice President, Finance, and Chief Financial Officer,
2003-2006. U.S. Airways, Inc.: Senior Vice President, Finance, and Chief
Financial Officer, 1998-2002.
|
|
Gregory R. Bradford, 63
|
|
Chief Executive, CACI
Limited, and President,
U.K.
Operations
|
|
Chief Executive, CACI Limited, since 2000; Managing
Director, CACI Limited, 1985-2000; President, U.K. Operations, since 1994;
Executive Vice President, 1987-1994; Senior Vice President, 1986-1987;
Vice President, 1983-1986.
|
COMPENSATION DISCUSSION AND
ANALYSIS
Executive Summary
Key objectives of the Companys
executive compensation programs are as follows:
-
attract, retain, and motivate highly talented
individuals at all levels of the organization;
-
ensure senior officers act on behalf of
shareholders through the use of equity-based rewards and stock ownership
requirements;
-
provide compensation levels, consistent with our
overall philosophy, that are intended to be fair (but not excessive) and
competitive with similar companies in CACIs industry; and
-
provide incentives and rewards for executives
commensurate with their roles and responsibilities based on
corporate performance.
9
To accomplish
these objectives, the Companys executive compensation programs are generally
based on the following guiding principles:
-
base salaries for senior officers are reviewed
annually based on changes in the market and individual responsibilities and
are targeted at the 50th percentile of the competitive
market;
-
total cash compensation for each of the named
executive officers (NEOs) is primarily contingent upon performance
(
i.e.
, is
at risk);
-
established corporate targets are intended to
place CACI in the 75th percentile of performance in the competitive market,
and incentive bonus payouts for achievement of these targets are intended to
provide total cash compensation at the comparable 75th percentile
level;
-
quarterly and annual bonuses are formula-based and
linked to performance against stated objectives;
-
equity-based compensation provides incentives to
maximize shareholder value;
-
senior officers are required to maintain long-term
stock ownership at a level commensurate with their role;
-
retirement programs have been designed to
encourage executive officers to save for their retirement;
-
to the extent possible, compensation is structured
so it is fully tax deductible to the Company; and
-
senior officer perquisites and special benefits
are limited, relative to competitive practice, and are primarily
business-related.
We believe that the Companys executive compensation policies, plans and
programs advance these objectives and adhere to the necessary standards of
corporate governance.
Governance of Compensation
Programs
The Compensation Committee of the Board of Directors (the Committee) has
both a strategic and administrative role in managing the compensation structure
of the Company, with an emphasis on compensation of top management.
Strategically, the Committee considers how the achievement of the overall goals
and objectives of the Company can be aided through adoption of appropriate
compensation philosophy and effective program elements. Administratively, the
Committee reviews compensation paid, salary progressions, incentive compensation
allocations, benefits and perquisites provided to all employees, and equity
awards granted under all shareholder-approved plans.
For fiscal year 2012, the Committee reviewed and approved the
compensation for six executive positions at CACI, as these positions were
considered the most likely to qualify as NEOs. The six executive positions,
along with the people who held each position at the beginning of fiscal year
2012, are as follows:
-
Chairman of the Board and Executive Chairman (J.P.
London);
-
President and Chief Executive Officer (Paul M.
Cofoni);
-
President, U.S. Operations (William M.
Fairl);
-
Executive Vice President, Chief Financial Officer
and Treasurer (Thomas A. Mutryn)
-
Chief Operating Officer, U.S. Operations (Daniel
D. Allen); and
-
Chief Executive, CACI Limited, and President, U.K.
Operations (Gregory R. Bradford)
During fiscal year 2012, the Committee re-examined compensation for the
six positions listed above as changes occurred with the people who held the
positions. These changes were as follows, and the compensation related to the
changes is discussed in more detail below:
-
William M. Fairl announced his planned retirement
and stepped down as President, U.S. Operations;
-
Daniel D. Allen was promoted to President, U.S.
Operations; and
-
John S. Mengucci was hired as Chief Operating
Officer, U.S. Operations.
10
Additional
management changes became effective in fiscal year 2013. These changes were as
follows, and the compensation related to the changes is discussed in more detail
below where applicable:
-
Paul M. Cofoni announced his planned retirement
and stepped down as President and Chief Executive Officer;
-
Daniel D. Allen was appointed to President and
Chief Executive Officer and appointed to the Board of Directors;
and
-
John S. Mengucci was promoted to the new position
of Chief Operating Officer and President, U.S. Operations.
Independent
Consultant
The Committee has authority under its charter to engage the services of
outside advisors, experts and others to assist the Committee. In accordance with
this authority, in March 2008, the Committee engaged Frederic W. Cook & Co.,
Inc. (Frederic W. Cook) as an independent outside compensation consultant.
Frederic W. Cook reports directly to the Committee and performs no work for
management other than providing advice on executive compensation pursuant to its
engagement by the Committee. The Committee reviews its consultants performance
annually and determines whether to renew their agreement with the consultant. In
fiscal year 2012, the Committee renewed Frederic W. Cooks contract for
services.
During fiscal year 2012, Frederic W. Cook was responsible for providing
information on new laws and regulations pertaining to the Committee, providing
general industry compensation practices for consideration by the Committee,
providing recommendations for director compensation and compensation for
management positions under the Committees purview, and performing independent
assessments of management recommendations brought before the Committee. Frederic
W. Cook participated in all meetings of the Committee during the fiscal
year.
Benchmarking
Compensation
Each year, the Company commissions benchmarking studies of compensation
levels for executive positions to help inform the Committees decisions and
monitor the Companys executive compensation programs. Benchmarking studies for
compensation effective in fiscal year 2012 were conducted by two consultants.
Peer market analysis was performed for the Company by Frederic W. Cook. General
industry market analysis for NEO and other executive compensation was performed
for the Company by Towers Watson & Company.
The combined studies provided three distinct types of
analyses:
-
Peer Market Analysis (from proxy statements of
peer companies);
-
Technical Industry Market Survey Analysis (cross
industry surveys for companies of similar size); and
-
Internal Comparisons.
Salary, cash incentive compensation, and long-term stock incentives are
considered in these analyses, as is the interaction/combination of the elements.
Specifically, total cash compensation at Target performance (salary plus cash
incentives assuming the Company achieves targeted metrics) and total direct
compensation (salary plus cash incentives plus long-term stock incentives
assuming the Company achieves targeted metrics) are reviewed, and the totals may
impact decisions on individual elements.
11
For fiscal year
2012, peer comparisons were performed against seventeen publicly traded
companies which were selected based on similarities to CACI in size and/or
industry as well as operational similarities. The selected companies were as
follows:
Acxiom Corporation
|
Alliance Data Systems
|
Booz Allen Hamilton*
|
Broadridge Financial Solutions
|
Ciber,Inc.
|
Cognizant Technical Solutions
|
Convergys
|
Fidelity National Information Services,
Inc.
|
Fiserv,Inc.
|
Harris Corporation
|
ManTech International Corp
|
Maximus,Inc.
|
SAIC, Inc.
|
Sapient Corporation
|
Sykes Enterprises, Inc.
|
Tetra Tech,Inc.
|
Unisys Corporation
|
|
The companies used for peer comparisons are reviewed annually and
adjusted as necessary due to changes at the selected company (e.g.,
acquisitions, bankruptcies, etc.) or changes in the comparability of the
selected company to CACI. For fiscal year 2012, two companies were removed, one
(Stanley, Inc.) due to acquisition by another company and one (SRA
International, Inc.) due to no longer being publicly traded. One additional
company, Booz Allen Hamilton (designated by * above) that has size and/or
industry similarities was added in order to maintain a broad range of peer
companies.
Analysis of the Companys Executive
Compensation Programs
The following section provides details on each element of the Companys
executive compensation programs. It illustrates how each element accomplishes
the established objectives and how these elements, in total, match the Companys
compensation philosophy. Where applicable, interactions between the individual
elements are also discussed.
Based upon these analyses, the Committee determined that all compensation
decisions for NEOs made for fiscal year 2012 compensation were consistent and in
line with the guiding principles.
Base Salary
Program
Consistent with the Companys intention of delivering compensation that
is linked to performance, base salaries are intended to constitute a relatively
small portion of total compensation (approximately 25%). NEO base salaries are
not at risk to the executive. Targeted at the 50th percentile of the competitive
market, base salaries are intended to compensate the executive for the basic
market value of the position.
For fiscal year 2012, the Committees philosophy in setting base salaries
was to provide the average raise amount used across CACI (3.0%) as a basis,
unless the base salary was far above or below the comparables. Based on the
benchmarking studies, the Committee determined that the salaries for Dr. London,
Mr. Cofoni, and Mr. Bradford were positioned near the competitive median, and
that the standard company increases were in line with expected industry average
market movement; a slight percentage increase above the 3.0% basis was provided
to Dr. London and Mr. Cofoni due to rounding of the base salary when expressed
in whole dollars. For Mr. Fairl and Mr. Mutryn, the Committee determined that a
larger increase was merited to bring them to the competitive median.
Mr. Allens base salary for fiscal year 2012 was set as part of his
hiring in March 2011, and no additional adjustment was provided at the beginning
of the fiscal year. At the time the offer of employment was made to Mr. Allen,
the salary offered was evaluated against his current salary, the competitive
median for his offered position, and other internal executive officer salaries,
and the Committee determined that the salary offered was reasonable. At the time
of Mr. Allens promotion in January 2012, the Committee reviewed his new
position against the industry comparables for the position and determined that
an increase of 14.0% to Mr. Allens salary was warranted to bring his salary in
line with the competitive median.
Mr. Mengucci was hired during fiscal year 2012, and hence was not part of
the salary review process at the beginning of the fiscal year; his salary was
set as part of his hiring in March 2012. At the time the offer of employment was
made to Mr. Mengucci, the salary offered was evaluated against his current
salary, the competitive median for his offered position, and other internal
executive officer salaries, and the Committee determined that the salary offered
was reasonable.
12
The following
table summarizes the changes to base salary that were made during fiscal year
2012:
|
|
Base Salary Change:
|
|
Additional Changes
|
Executive
Officer
|
|
|
effective
7/1/2011
|
|
Made During
FY12
|
J.P. London
|
|
3.1%
|
|
N/A
|
Paul M. Cofoni
|
|
3.1%
|
|
N/A
|
William M. Fairl
|
|
6.0%
|
|
N/A
|
Thomas A. Mutryn
|
|
6.0%
|
|
N/A
|
Daniel D. Allen
|
|
0.0%
|
|
14.0%
|
Gregory R. Bradford
|
|
3.0%
|
|
N/A
|
John S. Mengucci
|
|
N/A
|
|
N/A
|
As part of the management transition effective in fiscal year 2013, the
Committee made further compensation adjustments which were effective with the
beginning of the fiscal year. The Company described these adjustments in a Form
8-K filed on June 27, 2012.
Incentive Compensation
Plan
In addition to base salary, the Company provides a quarterly and annual
incentive compensation program. It is the Committees intent to tie a
significant portion of compensation to Company performance.
Target Company performance metrics are approved by the Committee.
Approved targets flow down through the organization to the business unit level
in the case of executives below the NEO level. It is the Committees intention
that these targets be aligned with CACIs five year strategic plan, be
challenging to achieve and that their achievement place CACI in the 75th
percentile of performance in the competitive market, which matches the targeted
compensation level. Five year performance vs. target metrics is analyzed as part
of this process to validate the Companys planning process and to ensure that
the metrics support the compensation philosophy. Below is a summary of the
Companys performance vs. its corporate net after tax profitability goal (which
is the primary metric reviewed by the Committee in this regard) for the last
five fiscal years:
Fiscal Year
|
|
|
Performance Above/(Below)
Target
|
2008
|
|
|
0.9%
|
|
2009
|
|
|
2.2%
|
|
2010
|
|
|
5.4%
|
|
2011
|
|
|
14.1%
|
|
2012
|
|
|
8.9%
|
|
Lower, or Cut, threshold levels for each metric are also approved by
the Committee, as are upper, or Stretch, levels. Corresponding Cut and Stretch
incentive compensation amounts are also established. For performance below Cut
levels, no bonus is awarded. For performance at or above Cut levels, bonus
payouts are prorated between levels (
i.e.
between Cut and Target and
between Target and Stretch) on a straight-line basis. If CACI performs above
Stretch levels for the CACI net after tax profitability (NATP) metric, the
primary metric as is described below, bonus payouts are calculated as a
percentage of CACI NATP performance above the Stretch metric; for the NEOs, each
persons above Stretch percentage is as follows: Mr. Cofoni: 2.0%; Messrs.
Allen, Fairl, Mutryn, and Mengucci: 1.5%. Bonuses are paid above Stretch levels
and are not capped, in order to continue to incent NATP performance above the
Stretch metric.
The ranges between Cut and Target levels of performance and between
Target and Stretch levels are based upon multiple factors assessed by the
Committee, including historical ranges and historical performance against
Target, Cut, and Stretch metrics. For fiscal year 2012, Cut metrics were set
5.0% below Target metrics, and Stretch metrics were set 4.0% above Target
metrics. The Committee believes that these ranges provided a challenging upper
range and a reasonable lower threshold.
13
The table below
shows the fiscal year 2012 executive officer performance metrics and target
bonus levels that were approved by the Committee. Based on the benchmarking
studies, the Committee determined that the total cash compensation for all
positions was in line with the 75th percentile of the industry comparables and
did not warrant adjustment from fiscal year 2011 levels.
At the time the offer of employment was made to Mr. Allen, the incentive
compensation plan offered to him was evaluated against his current incentive
compensation plan, competitive benchmarks for his offered position, and other
internal executive officer incentive compensation plans, and the Committee
determined that the incentive compensation plan offered to and accepted by Mr.
Allen was reasonable. At the time of Mr. Allens promotion in January 2012, the
Committee reviewed his new position against the industry comparables for the
position and determined that an increase of 23% to Mr. Allens annualized target
bonus level was warranted to bring his total cash compensation in line with the
75th percentile of the industry comparables; for fiscal year 2012 his total
target bonus potential was $596,500, which is the average of the two levels
listed in the table below and is based on Mr. Allen serving one-half of the
fiscal year in each role.
At the time the offer of employment was made to Mr. Mengucci, the
incentive compensation plan offered to him was evaluated against his current
incentive compensation plan, competitive benchmarks for his offered position,
and other internal executive officer incentive compensation plans, and the
Committee determined that the incentive compensation plan offered to and
accepted by Mr. Mengucci was reasonable.
For Mr. Fairl, upon his announcement of his intention to retire effective
September 1, 2012 and in consideration for Mr. Fairls new role and the
continued support he would be providing to assist with the transition of
responsibilities to Mr. Allen, the Committee determined that his target bonus
level would remain unchanged for the remainder of the fiscal year.
|
|
Annual
|
|
|
|
|
Target
|
|
|
Executive Officer
|
|
|
Bonus
|
|
Annual Metrics for FY12
|
J.P. London
|
|
$
|
500,000
|
|
|
CACI net after tax
profitability (75%),
|
Chairman of the
Board and
|
|
|
|
|
|
CACI operating margin
(25%)
|
Executive
Chairman
|
|
|
|
|
|
|
Paul M. Cofoni
|
|
$
|
1,192,500
|
|
|
CACI net after tax profitability
(75%),
|
President
and
|
|
|
|
|
|
CACI operating margin (25%)
|
Chief Executive
Officer
|
|
|
|
|
|
|
William M. Fairl
|
|
$
|
900,000
|
|
|
CACI net after tax
profitability (75%),
|
President, U.S.
Operations
|
|
|
|
|
|
CACI operating margin
(25%)
|
CACI,
INC.-FEDERAL
|
|
|
|
|
|
|
Thomas A. Mutryn
|
|
$
|
405,000
|
|
|
CACI net after tax profitability
(75%),
|
Executive Vice
President, Chief
|
|
|
|
|
|
CACI operating margin (25%)
|
Financial Officer
and Treasurer
|
|
|
|
|
|
|
Daniel D. Allen
|
|
|
|
|
|
|
as Chief Operating
Officer, U.S. Operations
|
|
$
|
535,000
|
|
|
|
as President, U.S.
Operations
|
|
|
|
|
|
CACI net after tax
profitability (75%),
|
CACI,
INC.-FEDERAL
|
|
|
|
|
|
CACI operating margin
(25%)
|
(effective
1/1/2012)
|
|
$
|
658,000
|
|
|
|
Gregory R.
Bradford
|
|
$
|
392,600
|
|
|
UK net after tax profitability
|
Chief Executive,
CACI Limited, and
|
|
|
|
|
|
|
President, U.K.
Operations
|
|
|
|
|
|
|
John S. Mengucci
|
|
$
|
535,000
|
(1)
|
|
CACI net after tax
profitability (75%),
|
Chief Operating
Officer, U.S. Operations
|
|
|
|
|
|
CACI operating margin
(25%)
|
____________________
(1)
|
|
Represents annualized value. Mr. Menguccis fiscal year 2012
incentive compensation payout was prorated to reflect the period of time
that he was employed during the fiscal year.
|
14
Incentive
compensation is measured and paid out on a quarterly and annual basis. Sixty
percent of the overall award is attributable to attaining the annual performance
goals, as primary importance is placed on annual performance. Forty percent is
attributable to quarterly goals with a 10% overall weighting placed on each
quarter to ensure focus upon short-term performance required to attain annual
goals. Annual targets are established at the beginning of the fiscal year, and
may be modified by the Committee during the fiscal year due to changes in
business conditions (e.g., major corporate events, etc.). During fiscal year
2012, no modifications were made. Quarterly targets are established at the
beginning of each quarter. For this reason the sum of the quarterly financial
targets normally does not equal the annual target.
In fiscal year 2012, the Company used NATP as the primary incentive
metric to ensure focus on overall company profitability, the primary indicator
of the Companys performance that is controlled by the Company; profitability is
expressed on a net after-tax basis due to its use in the Companys planning and
budgeting processes. The Committee also reviews performance against other
financial metrics such as stock price, earnings per share, revenue, bookings,
operating margin, return on equity, return on invested capital, and day sales
outstanding, and reviews whether changes are needed to incentive programs to
provide more focus on other metrics annually or as needed. At the start of
fiscal year 2012, the Committee decided to keep operating margin as an incentive
metric as it was in fiscal year 2011 to continue focus on improving operating
margin within the Companys U.S. and overall operations. During the fiscal year,
the Committee further made a midyear change to add revenue to the bonus plans
for U.S.-based employees in order to increase focus on that financial metric;
revenue was added only for the third and fourth quarters as the first two
quarters had passed and the Committee determined not to change the basis for the
annual calculation with the year half completed. For Mr. Bradford, his metric
was kept as UK net after tax profitability with no changes from the prior year,
and no changes were made during the year.
The NATP metric that the Company uses for determining payments under the
incentive compensation plan has historically been the same as its audited net
income. The Committee has the ability to make adjustments for extraordinary
items and, in fiscal year 2012, exercised this authority by (1) not including
the impact of contingent consideration adjustments due to acquisitions, and (2)
not including the impact of a large, one-time commercial product sale; this
resulted in using an NATP for bonus calculations below the Companys reported
net income computed in accordance with generally accepted accounting principles
(GAAP). In regards to the exclusion of contingent consideration adjustments due
to acquisitions, in fiscal year 2010 the Company completed two domestic
acquisitions with acquisition-related contingent consideration, also known as
earn-outs, which represented potential additional purchase consideration based
on the acquired companies performance post-acquisition. The fair value of the
expected earn-outs were recorded as liabilities on the balance sheet as of the
acquisition dates, and were re-measured each quarter, with any change in the
fair value of the liabilities reflected in the income statement. During fiscal
year 2012, the liabilities decreased, with corresponding increases to operating
income, due to reductions in the fair values of the earn-out liabilities. As
these increases in operating income were not earned through Company performance,
but instead through the reduction of contingent liabilities, the Committee
determined that these increases in operating income should not benefit incentive
compensation payments and were therefore excluded from the calculations. In
regards to the one-time commercial product sale, the Committee determined that
it was an activity that was not reflective of Company performance and should be
excluded from the calculations. As a result of these two adjustments, employees
with CACI NATP as a metric received a lower incentive compensation payment than
otherwise would have been paid if GAAP net income had been used.
Performance relative to the metrics used by executive officers is
delineated below on both a quarterly basis and for fiscal year 2012. Only a
Target level was used for the CACI operating margin metric, due to the potential
impact which the use of the metric in the incentive plans could have on the CACI
NATP metric. Specifically, missing the Target level for the operating margin
metric would result in less bonus payment and increased net income, which could
in turn result in an operating margin level that was above the Target.
Therefore, all incentive plans included language that stated that if not paying
this portion of the cash incentive compensation would result in CACIs operating
margin being above the established Target, a portion of this bonus element would
be paid; in this case, the specific amount would be based on the percentage of
the quarterly or annual amount that can be paid and still enable CACI to meet
the established Target. As is depicted below, based on results, it was not
necessary to implement this calculation in fiscal year 2012. Similar unintended
consequences could have resulted in paying incentive compensation for
performance above the Target level. As a result, the Committee made the decision
to not pay for performance above the Target level for the operating margin
metric in fiscal year 2012.
15
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Annual
|
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
CACI NATP
|
|
$33,496K
|
|
$35,653K
|
|
Above
|
|
$37,700K
|
|
$41,061K
|
|
Above
|
|
$39,218K
|
|
$40,856K
|
|
Above
|
|
$44,000K
|
|
$43,398K
|
|
Between
|
|
$147,833K
|
|
$160,967K
|
|
Above
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Cut and
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Target
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
|
CACI Operating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin
|
|
6.50%
|
|
8.18%
|
|
Met
|
|
6.79%
|
|
7.68%
|
|
Met
|
|
6.58%
|
|
7.84%
|
|
Met
|
|
7.50%
|
|
8.08%
|
|
Met
|
|
6.73%
|
|
7.94%
|
|
Met
|
|
|
|
|
|
|
Target
|
|
|
|
|
|
Target
|
|
|
|
|
|
Target
|
|
|
|
|
|
Target
|
|
|
|
|
|
Target
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
CACI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
N/A
|
|
N/A
|
|
N/A - Not
|
|
N/A
|
|
N/A
|
|
N/A - Not
|
|
$1,007K
|
|
$928K
|
|
Below
|
|
$1,008K
|
|
$949K
|
|
Below Cut
|
|
N/A
|
|
N/A
|
|
N/A - Not
|
|
|
|
|
|
|
Used
|
|
|
|
|
|
Used
|
|
|
|
|
|
Cut
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Used
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
|
|
|
|
|
|
UK NATP
|
|
$1,300K
|
|
$1,555K
|
|
At
|
|
$1,600K
|
|
$1,705K
|
|
Above
|
|
$1,700K
|
|
$2,084K
|
|
Above
|
|
$2,000K
|
|
$2,545K
|
|
Above
|
|
$7,500K
|
|
$8,065K
|
|
Above
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
The CEO and
the Committee each have the authority and discretion to lower annual and/or
quarterly bonuses based on events that impact the Companys financial results.
For fiscal year 2012, neither the CEO nor the Committee executed this authority
for the NEOs.
CACI has a formal clawback policy for incentive awards that is broader
in its reach than that imposed by Section 304 of the Sarbanes-Oxley Act (SOX).
The policy covers incentive awards to officers (as defined in Section 16 of
the Securities and Exchange Act of 1934), and began in fiscal year 2010. Under
the policy, in the event of a restatement of previously reported financial
results, the Committee may require reimbursement of the incremental portion of
incentive awards paid to executive officers in excess of the awards that should
properly have been paid based on the restated financial results. No changes to
the policy were made during fiscal year 2012.
The clawback imposed by Section 304 of SOX (which applies to CACI) is
limited to the CEO and CFO and is based on material noncompliance by the issuer,
as a result of misconduct, with any financial reporting obligation under the
federal securities laws where such noncompliance requires the issuer to restate
its financials. The SOX provision looks back one year and requires the issuer to
recover all bonus or incentive-based or equity-based compensation paid to the
CEO and CFO (in cases of misconduct).
Section 954 of the Dodd-Frank Act, passed in 2010, requires the national
securities exchanges to prohibit the listing of companies that do not adopt
clawback policies consistent with SEC rules. Those rules, which the SEC has not
yet adopted, will (a) apply when the issuer has an accounting restatement due to
material noncompliance with reporting requirements under the federal securities
laws, without regard to misconduct, (b) extend to all executive officers, and
(c) require the issuer to recover the incremental excess compensation that was
due to the noncompliance in the three-year period preceding the date of
preparation of the restatement.
Long-Term Incentive Stock
Plan
The 2006 Stock Incentive Plan is designed to promote the long-term growth
and profitability of the Company by:
-
providing directors and executives with incentives to improve
stockholder value and to contribute to the growth and financial success of the
Company; and
-
enabling the Company to attract, retain and reward key
executives.
In fiscal year 2012, executive officers of CACI, with the exception of
Mr. Mengucci as is described below, received grants of performance-based
restricted stock units (RSUs). Performance-based RSUs, which have been issued
since fiscal year 2009, provide incentive to achieve company goals, grow the
company, and achieve stock price growth as a result.
16
Performance-based
RSUs issued in fiscal year 2012 had the following conditions:
-
Performance is based first upon fiscal year 2012
growth in CACI NATP compared to fiscal year 2011; if there is growth, this
metric is considered passed and the subsequent conditions listed below apply,
but if there is no growth at the end of the fiscal year or a decline, all
grants would be forfeited. For purposes of the 2006 Stock Incentive Plan, CACI
NATP is the same as the Companys reported net income computed in accordance
with GAAP.
-
If the NATP condition described above is met,
performance of the stock is then measured by determining the growth or decline
from the average stock price over 90 calendar days immediately preceding the
grant to the average stock price over 90 calendar days immediately preceding
the one year anniversary date of the grant. The percentage growth or decline
of the stock is then multiplied by two to determine the resultant number of
RSUs. Thus, for example, if the average stock price increased 10% during the
one-year measurement period, a recipient who was granted 1,000
performance-based RSUs would receive 20% more RSUs from the base grant, or
1,200. Similarly, if the average stock price decreased 10% during the one-year
measurement period, a recipient who was granted 1,000 performance-based RSUs
would receive 20% fewer RSUs from the base grant, or 800.
-
Performance is capped at 200% of the original
grant, so stock price growth of more than 50% would not result in additional
RSUs.
Based upon fiscal year 2012 results, the growth in CACI NATP was met
($167.5 million in fiscal year 2012 compared to $137.2 million in fiscal year
2011), and the average stock price declined 8.0% (a $53.53 90-day average on
September 1, 2012 compared to a $58.20 90-day average on September 1, 2011).
Thus, a recipient who was granted 1,000 performance-based RSUs received 16.0%
less RSUs from the base grant, or 840.
The Committee relies on the benchmarking analysis described previously in
connection with equity awards. However, because of the difficulty of separately
benchmarking long-term incentive values, which have wide variances across
companies and industries, the Committee looks at peer three-year average grant
values in addition to total annual target direct compensation, defined as salary
plus cash incentives plus long-term stock incentives assuming the Company
achieves targeted metrics. Further, the Committee looks at competitive equity
award ranges as a percent of company market capitalization, as stock price
volatility has historically resulted in significant difficulties in comparing
competitive grant values. This approach is intended to normalize the grants by
converting them into a percent which can be applied to all companies.
Based on the benchmarking studies, the Committee set equity levels in
line with the three-year average grant values and the total annual target direct
compensation for peer companies. For Mr. Cofoni and Dr. London this resulted in
increases of 26% and 8.3% from prior year levels, respectively. For other
executive officers with the exception of Mr. Mengucci, the Committee determined
that the equity level from the prior fiscal year was in line with the three-year
average grant values and the total annual target direct compensation for peer
companies, and no changes were made from the prior year levels.
Mr. Mengucci received two stock grants upon his hiring in March 2012 in
the form of non-performance-based RSUs. One grant vests in equal increments over
three years, and the value of the stock grant was set based upon the value that
he forfeited upon leaving his prior position, which the Committee determined to
be a reasonable value. The second grant will vest 50% after five years, and 10%
per year for an additional five years thereafter, and was provided to replace
the value of a pension plan Mr. Mengucci forfeited upon leaving his former
employer; the Committee reviewed the size of the grant and other alternatives to
replace the plan and determined the stock grant to be the preferable format and
the size to be a reasonable value.
The annual grant date is established by the Committee when the grants are
approved. To the extent practicable, grant dates are established to eliminate
the likelihood that there will be any material non-public information at that
time. For fiscal year 2012, the Committee approved grants on September 1, 2011,
and grants were made on that date. No material non-public information existed at
the time of the grants.
Stock grantees over age 62 as of July 1, 2008 (grandfathered employees)
who retire at or above age 65 vest in all stock upon retirement with the
exception of performance-based RSUs that are still in their measurement period
(which are forfeited upon retirement). Non-grandfathered executives who retire
at age 62 or older vest in a pro-rated
17
portion of the shares based upon their
number of months of service after the grant date divided by the full vesting
timeframe. Dr. London is the only grandfathered executive among the executive
officers. A grantee terminated without cause is entitled to the same treatment
as a non-grandfathered executive retiring at age 62 or older.
CACIs
performance-based award grant agreements include the approved clawback policy
discussed above. In the event of a restatement of previously reported financial
results, the Committee may require reimbursement of the incremental portion of
resultant stock awards paid to executive officers in excess of the awards that
should properly have been paid based on the restated financial results. The
language also provides for forfeiture if an executive engages in activities
detrimental to CACI and is terminated for cause (or if such conditions were
discovered after the executives employment ends and would have triggered a
termination for cause).
All stock granted during fiscal year 2012 provided for double trigger
vesting acceleration in the event of a Change in Control, under which vesting
accelerates only upon a Change in Control and involuntary termination without
cause or resignation for good reason.
Stock Ownership
Requirements
The Committee has adopted executive stock ownership requirements for its
senior officers to focus those executives on the long-term growth in value of
the Company and to ensure they act as owners of the Company. Requirements are
based on a fixed number of fully owned shares. The amount of shares for each
level, which range from 100,000 for the CEO to 5,000 for senior vice presidents,
is reviewed annually by the Committee to ensure that it provides enough
incentive to properly align the interests of senior management with those of the
Companys shareholders. The CEOs current required level equates to
approximately six times his salary, which is above benchmarked levels of five
times salary. Until an executive meets the required number of shares, he/she is
limited with respect to the number of shares he/she is allowed to sell, and is
only allowed to sell ½ of the vested RSUs remaining after payment of taxes
(standard practice is to sell a portion of shares that vest to cover the tax
burden caused by the vesting).
Shareholdings are measured annually as of July 1st to determine
compliance with the plan. The requirement is based upon the prior years level
plus one half of all vested restricted stock and/or restricted stock units after
taxes are withheld since the prior July 1st. Only fully owned shares count in
the measurement; unvested restricted stock and restricted stock units do not
count, nor do any other unvested and/or unexercised instruments.
If a senior officer did not meet the required level as of July 1, 2012,
then he/she would have been ineligible to receive equity awards under the
Companys 2006 Stock Incentive Plan until the required level was reached, and
for an additional one-year period thereafter. All NEOs met their required stock
holding requirement as of July 1, 2012. Effective in August 2012, the Committee
changed the rules for non-compliance; rather than being forced to forego stock
grants, senior officers who are not compliant with their holding requirement
will be automatically entered into the Management Stock Purchase Plan at maximum
withholding levels (100% of the annual portion of their bonuses) until such time
as the required level is met.
Management Stock Purchase
Plan
The Company offers a Management Stock Purchase Plan (MSPP) in order to
promote the long-term growth and profitability of the Company by: (i) providing
executives with incentives to improve stockholder value and to contribute to the
growth and financial success of the Company; (ii) enabling executives to meet
their mandated stock ownership requirements; and (iii) enabling the Company to
attract, retain and reward key executives. The Board believes that the MSPP
serves these goals, encouraging executives to convert a higher percentage of
their cash compensation into Company equity.
The MSPP provides for equity ownership in the Company by senior officers
by: (i) allowing the voluntary deferral of up to 100% of the annual portion of
their bonuses into RSUs of the Companys common stock and (ii) providing such
executives with economic incentives to defer some or all of their annual bonuses
to acquire shares of the Companys common stock. All deferred shares are bought
at a discount of up to 15%, as determined annually by the Committee, of fair
market value. The Company may grant matching awards in an amount not to exceed
25% of the participants deferrals and subject to such vesting or other
restrictions or conditions as the Committee determines.
18
The amount of
the discount to fair market value and matching grant is determined by the
Committee no later than December 31st of the fiscal year in which the bonus is
earned (or as otherwise specified in the MSPP for matching awards that qualify
under IRC section 162(m)). During fiscal year 2012, the Committee approved a 15%
discount with no matching.
The benefit provided from MSPP purchases for each NEO is listed in column
(i) of the Summary Compensation Table.
Benefits and Executive
Perquisites
In addition to the MSPP described above, executives are also permitted to
participate in the Companys other employee benefit plans on substantially the
same terms as other employees who are eligible for participation. For example,
the Company makes matching contributions to the Companys voluntary 401(k) plan
on behalf of its executives based on the amount of each executives
contributions to the 401(k) plan.
The Company offers a non-qualified deferred compensation plan in order to
encourage executive officers to save for their retirement. Eligible executives,
which include all NEOs, may elect to contribute up to 50% of their base salary
and 100% of their bonuses and commissions to this plan on a pre-tax basis. The
Company contributes 5% of all income over the compensation limit in Section
401(a)(17) of the Internal Revenue Code (IRC) to participants, subject to plan
vesting conditions, and may make a supplemental discretionary contribution to a
participants account in any amount it elects. No discretionary contributions
were made in fiscal year 2012.
All NEOs are entitled to receive a Company-provided automobile. In
addition, all NEOs are eligible for annual financial planning services. These
benefits were selected by the Committee based on competitive practice for each
level. All personal benefit received from these items is fully taxable as
ordinary income.
The Company provides a $25,000 discretionary benefit allowance per
calendar year to the President and Chief Executive Officer, and to the Chairman
of the Board and Executive Chairman. The benefit can be used for business or
personal expenses. Benefit received from this allowance is fully taxable as
ordinary income.
Dr. London and Mr. Cofoni have lifetime medical agreements that provide
lifetime participation in the Companys executive medical plan for themselves
and their spouses to the extent permitted by law, with such participation in the
executive medical plan on the same basis that existed just prior to any merger,
consolidation, or change in control of the Company.
The CACI International Inc Supplemental Executive Retirement Plan (SERP)
is only currently provided to two executives: Mr. Cofoni and Mr. Allen. This
benefit was provided to these executives to offset the loss of benefits from
previous employers in order to acquire their services and is, therefore,
consistent with the Companys philosophy of attracting and retaining critical
talent. Mr. Mengucci was offered a SERP as part of his employment offer, and it
is expected to become effective upon its implementation some time in fiscal year
2013. Mr. Cofoni will start to receive benefits from his SERP the first day of
the seventh month following his planned separation from service. The Company
provides no other executive a SERP and does not anticipate doing so in the
future.
The Company has entered into employment and severance agreements with all
NEOs for the purpose of providing those executives with a degree of security
that will increase the chances that they will remain with the Company. The
Company believes that appropriate severance arrangements are necessary in order
to attract and retain these key executives. In addition, the Company pays
certain amounts to these executives if they are terminated without cause by the
Company or resign for good reason within one year following a change in
control. This double trigger provision was implemented to be consistent with
good market practices. This program is also intended to encourage retention in
the face of an actual or potential change in control and to align executive and
shareholder interests. Furthermore, the program seeks to align executive and
shareholder interests by allowing top executives to review corporate
transactions that are in the best interests of the Companys stockholders
without concern over whether the transactions may adversely impact the
executives employment.
Calculations for various termination scenarios are included in the
Potential Payments on Termination or Change in Control section.
All amounts related to perquisites for NEOs are disclosed in column (i)
of the Summary Compensation Table, along with details on their
valuations.
19
Impact of Regulatory
Requirements
The Committee
is regularly updated on changes in regulations affecting compensation and how
they impact executive compensation. The Committee ensures that Company
compensation plans meet such requirements. In fiscal year 2012, the decisions of
the Committee were impacted by regulatory requirements in the following
ways:
-
IRC section 162(m) places a limit of $1,000,000 on
the amount of compensation that the Company may deduct in any one year with
respect to our CEO and the three other most highly compensated named executive
officers (other than our CFO). There is an exception to the $1,000,000
limitation for performance-based compensation meeting certain requirements.
Executive incentive compensation generally is performance-based compensation
meeting the IRCs requirements, and, as such, is fully deductible. As much as
is possible, the Committee sets compensation to be performance-based in order
to take advantage of allowed deductibility (and to encourage performance, as
discussed above). To maintain flexibility in compensating executive officers
in a manner designed to promote Company goals, the Committee has not adopted a
policy requirement for all compensation to be deductible. This regulation
affects plan design, but does not limit compensation earned under the
plans.
-
Accounting Standards Codification 718,
Compensation Stock
Compensation
(ASC 718): The Company adopted
ASC 718 beginning in fiscal year 2006. In determining equity-based
compensation, the Committee considers the potential expense of those programs
under ASC 718 and the financial impact on planned company
targets.
Risk Assessment
The Company has a Chief Risk Officer and among his tasks are attending
all meetings of the Committee during the fiscal year and performing an annual
assessment of the Companys executive compensation risk profile. The Committee
also engages Frederic W. Cook, the Committees independent consultant, to
perform independent risk assessments of the Companys executive compensation
programs with a focus on determining if the programs incented excessive
risk-taking. The results of these analyses have been findings that the executive
compensation programs are appropriately structured to support a low risk
profile.
As a part of these risk assessments, the Chief Risk Officer and Frederic
W. Cook have made the following findings about CACIs compensation
programs:
-
the Board and the Compensation Committee
exercise close oversight over the performance measures utilized by the
Incentive Compensation Plan and the Long-Term Incentive Stock Plan, which in
combination serve to balance short-term and long-term performance
requirements, and enhance shareholder value;
-
the performance objectives of the plans are
linked such that achievement of annual incentive plan measures serves to
enhance the performance of the Company while also supporting the goals
established for the long-term incentive plan;
-
the primary short-term and long-term
incentive metric is the net income of the company, including the impact of
bonus payments and all events that financially impact the Company, ensuring
that cash compensation is primarily funded from bottom-line company
profitability;
-
metrics not currently used in compensation
plans are appropriately reviewed to determine if changes are required to
incentive plans;
-
the balance of total compensation is more
heavily weighted to long-term incentives, and increasing the stock price over
the long-term provides the maximum incentive value;
-
while only one year is currently used for
performance measurements in the Long-Term Incentive Stock Plan, vesting the
stock over a four-year period ensures long-term focus and reduces the risk of
an employee unduly benefiting from short-term
decisions;
-
stock holding requirements are above
industry benchmarks, and promote long-term ownership of the Company;
and
20
-
the Company has a rigorous system of internal
controls designed to prevent any individual employee from creating adverse
material risk in pursuit of short- or long-term compensation. For example, the
Board must approve all capital outlays of $10 million or more, as well as all
acquisitions and divestitures of $5 million or more.
Conclusions
The Company
and the Committee regularly consider whether the total compensation program
meets the objectives established for it. The Company and the Committee believe
that the Companys executive compensation programs are reasonable, appropriate,
do not promote undue risk-taking, and are in the best interests of shareholders
for the following reasons:
-
competitive benchmarking indicates that executive
cash compensation levels (both base salaries and total compensation) are
administered in a manner consistent with the Companys total compensation
philosophy;
-
total compensation is variable and predicated upon
Company performance, through a compensation mix that de-emphasizes base salary
and executive perquisites and emphasizes performance-based pay, which takes
the form of formula-based annual cash incentive awards and equity awards in
the form of performance-based RSUs tied to stock price
performance;
-
executive officers are required to align their
economic interests with those of stockholders through the accumulation of a
significant equity stake, facilitated by annual equity awards and significant
stock ownership requirements; and
-
the Companys executive retention objectives are
achieved at reasonable cost through severance and change-in-control
agreements, vesting schedules for equity awards, and, with respect to Mr.
Cofoni, Mr. Allen, and Mr. Mengucci, their respective SERPs.
COMPENSATION COMMITTEE
REPORT
The Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis for the fiscal year ended June 30, 2012.
Based upon such review and discussions, the Compensation Committee recommended
to the Board of Directors that the Compensation Discussion and Analysis for the
fiscal year ended June 30, 2012 be included in the Companys Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission.
RESPECTFULLY SUBMITTED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
James S. Gilmore III
|
|
Gregory G. Johnson
|
Richard L. Leatherwood
|
|
James L. Pavitt
|
Charles P.
Revoile
|
21
EXECUTIVE COMPENSATION
The following
table summarizes the compensation of the NEOs for the fiscal years 2012, 2011
and 2010. Annual compensation includes amounts awarded to, earned by, or paid to
the Companys Chief Executive Officer, Chief Financial Officer, and the three
other highest paid Executive Officers, including amounts deferred at an
Executive Officers election.
Summary Compensation
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
|
Stock
|
|
SSAR
|
|
Incentive Plan
|
|
Compensation
|
|
All
Other
|
|
|
|
Principal
Position
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
|
Total
|
(during FY12)
(1)
|
|
Year
|
|
($)
(2)
|
|
($)
(3)
|
|
$
(4)
|
|
($)
(5)
|
|
($)
(6)
|
|
($)
(7)
|
|
($)
(8)
|
|
($)
|
Paul M. Cofoni
|
|
2012
|
|
$
|
780,000
|
|
$
|
|
|
$
|
2,419,200
|
|
|
$
|
|
|
|
|
$
|
1,982,220
|
|
|
|
$
|
352,790
|
|
|
$
|
202,216
|
(9)
|
|
$
|
5,736,426
|
President and
Chief
|
|
2011
|
|
|
756,300
|
|
|
|
|
|
1,999,850
|
|
|
|
|
|
|
|
|
2,211,665
|
|
|
|
|
152,072
|
|
|
|
219,634
|
|
|
|
5,339,521
|
Executive
Officer
|
|
2010
|
|
|
727,300
|
|
|
|
|
|
1,999,840
|
|
|
|
|
|
|
|
|
1,756,226
|
|
|
|
|
413,301
|
|
|
|
193,637
|
|
|
|
5,090,304
|
|
Daniel D. Allen
|
|
2012
|
|
|
481,500
|
|
|
|
|
|
878,285
|
|
|
|
|
|
|
|
|
1,034,882
|
|
|
|
|
176,545
|
|
|
|
70,445
|
(10)
|
|
|
2,641,657
|
President, U.S.
Operations
|
|
2011
|
|
|
118,040
|
|
|
|
|
|
3,000,022
|
|
|
|
|
|
|
|
|
380,210
|
|
|
|
|
|
|
|
|
|
|
|
|
3,498,272
|
|
John S. Mengucci
|
|
2012
|
|
|
173,438
|
|
|
|
|
|
2,000,016
|
|
|
|
|
|
|
|
|
495,893
|
|
|
|
|
|
|
|
|
4,711
|
(11)
|
|
|
2,674,058
|
Chief Operating
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William M. Fairl
|
|
2012
|
|
|
545,000
|
|
|
|
|
|
720,230
|
|
|
|
|
|
|
|
|
1,495,080
|
|
|
|
|
|
|
|
|
166,356
|
(12)
|
|
|
2,926,666
|
Chief Strategy
&
|
|
2011
|
|
|
514,300
|
|
|
|
|
|
750,157
|
|
|
|
|
|
|
|
|
1,666,905
|
|
|
|
|
|
|
|
|
150,392
|
|
|
|
3,081,754
|
Development
Officer
|
|
2010
|
|
|
493,525
|
|
|
|
|
|
750,169
|
|
|
|
|
|
|
|
|
1,423,170
|
|
|
|
|
|
|
|
|
146,332
|
|
|
|
2,813,196
|
|
Thomas A. Mutryn
|
|
2012
|
|
|
445,200
|
|
|
|
|
|
1,056,154
|
|
|
|
|
|
|
|
|
755,012
|
|
|
|
|
|
|
|
|
108,212
|
(13)
|
|
|
2,364,578
|
Executive Vice
President,
|
|
2011
|
|
|
420,000
|
|
|
|
|
|
1,099,918
|
|
|
|
|
|
|
|
|
949,156
|
|
|
|
|
|
|
|
|
115,286
|
|
|
|
2,584,360
|
Chief Financial
Officer
|
|
2010
|
|
|
390,000
|
|
|
|
|
|
1,100,004
|
|
|
|
|
|
|
|
|
719,702
|
|
|
|
|
|
|
|
|
96,962
|
|
|
|
2,306,668
|
and
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
2010 compensation information is not provided for Mr.
Allen because he was not a CACI employee and thus not a NEO in fiscal year
2010. 2011 and 2010 compensation information is not provided for Mr.
Mengucci because he was not a CACI employee and thus not a NEO in fiscal
years 2011 or 2010.
|
|
(2)
|
|
Amounts reported in the Salary column represent base
salary earned in fiscal years 2012, 2011, or 2010.
|
|
(3)
|
|
The Company did not make non-performance based bonus
payments to any NEOs in fiscal years 2012, 2011, or 2010.
|
|
(4)
|
|
The amounts reported in the Stock Awards column
represent the aggregate grant date fair value of each restricted stock
unit granted during such year, as computed in accordance with ASC 718. See
Note 21 of the Companys audited financial statements for the fiscal year
ended June 30, 2012, included in the Companys Annual Report on Form 10-K
filed with the Securities and Exchange Commission on August 28, 2012. RSUs
awarded to Messrs Cofoni, Fairl, and Mutryn during fiscal years 2012 and
2011 and Mr. Allen during fiscal year 2012 were in the form of
performance-based RSUs. The grant date fair value of these awards was
calculated using the Monte Carlo simulation method. Based on the Companys
performance during the year ended June 30, 2012 and the Companys stock
price for the 90 day period ended September 1, 2012 as compared to the
stock price for the 90 day period ended September 1, 2011, the final award
was at 83.95% of the target award. Based on the Companys performance
during the year ended June 30, 2011 and the Companys stock price for the
90 day period ended September 1, 2011 as compared to the stock price for
the 90 day period ended September 1, 2010, the final award was at 163.6%
of the target award. Such actual award number of units is reflected in the
Outstanding Equity Awards at Fiscal Year-End table. RSUs awarded during
fiscal years 2010 to Messrs Cofoni, Fairl, and Mutryn also contained
performance conditions. Grant date values included in column (e) for such
awards were computed based upon the probable outcome of the performance
conditions as of the date of grant. Based on the Companys performance
during the year ended June 30, 2010, the highest (Stretch) level of units
was awarded. Such Stretch level of units is reflected in
the
|
22
|
|
Outstanding
Equity Awards at Fiscal Year-End table. The grant date fair value of
awards to Mr. Allen in fiscal year 2011 and Mr. Mengucci in fiscal year
2012 are based on the Companys closing stock price on the date of grant.
The awards in column (e) made during fiscal year 2011 to Mr. Allen and
made during fiscal year 2012 to Mr. Mengucci are not subject to
performance conditions.
|
|
(5)
|
|
The Company did not make any stock
option or SSAR awards to any NEOs in fiscal years 2012, 2011, or
2010.
|
|
(6)
|
|
Amounts reported in the Non-Equity
Incentive Plan Compensation column represent incentive compensation earned
in fiscal years 2012, 2011 or 2010.
|
|
(7)
|
|
The values listed in this column
represent the change in the present value of accumulated benefits during
fiscal years 2012, 2011, or 2010. The values are an actuarial estimate of
the cost of pension benefits for the named executive officer and do not
reflect a current cash cost to the Company or the pension benefit that the
executive would receive.
|
|
(8)
|
|
As detailed further in the footnotes
below, the values in this column may include:
|
|
|
|
(i)
|
|
annual perquisite
allowance provided to both the Chairman of the Board and the Chief
Executive Officer (Perq Allowance);
|
|
|
|
(ii)
|
|
5% Company
contribution to non-qualified deferred compensation plan made on
compensation in excess of the limit provided in IRC section 401(a)(17),
which limit may be adjusted annually (NQDC Contribution);
|
|
|
|
(iii)
|
|
vacation accrual
balance cashed out (Vacation Cash-out);
|
|
|
|
(iv)
|
|
automobile allowance
and other automobile expenses based on IRS Publication 15-B guidelines, as
reported on the NEOs Form W-2, Wage and Tax Statement for the calendar
year ending within each fiscal year (Automobile Expenses);
|
|
|
|
(v)
|
|
premiums paid by the
Company for a long-term care insurance policy (LTC Premiums);
|
|
|
|
(vi)
|
|
50% Company match of
the first 6% of contributions by the executive officer under the Companys
401(k) plan (401(k) Match);
|
|
|
|
(vii)
|
|
value of discount
granted under the Companys Management Stock Purchase Plan by giving a
discount on the stock price at the grant date (15% for fiscal years 2012,
2011, and 2010); and/or
|
|
|
|
(viii)
|
|
tax and investment
counseling and advice services (Tax and Investment Services),
|
|
(9)
|
|
Includes the following amounts for
fiscal year 2012: $17,546 Perq Allowance; $140,714 NQDC Contributions;
$1,375 Automobile Expenses; $4,507 LTC Premiums; $7,500 401(k) Match;
$13,704 MSPP Discount; and $16,870 Tax and Investment
Services.
|
|
(10)
|
|
Includes the following amounts for
fiscal year 2012: $39,830 NQDC Contributions; $14,054 Automobile Expenses;
$2,263 LTC Premiums; $5,863 401(k) Match, and $8,435 Tax and Investment
Services.
|
|
(11)
|
|
Includes the following amounts for
fiscal year 2012: $1,989 LTC Premiums; $2,722 401(k) Match.
|
|
(12)
|
|
Includes the following amounts for
fiscal year 2012: $101,315 NQDC Contributions; $12,825 Automobile
Expenses; $4,170 LTC Premiums; $7,177 401(k) Match; $18,499 MSPP Discount;
and $22,370 Tax and Investment Services.
|
|
(13)
|
|
Includes the following amounts for
fiscal year 2012: $53,195 NQDC Contributions; $34,115 Vacation Cash-out;
$2,563 Automobile Expenses; $2,938 LTC Premiums; $7,500 401(k) Match; and
$7,901 MSPP Discount.
|
23
Grant of Plan-Based
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Grant
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
Future Payouts
|
|
Awards:
|
|
of
Stock
|
|
|
|
|
Estimated
Future Payouts Under
|
|
Under Equity
Incentive Plan
|
|
Number
|
|
and
|
|
|
|
|
Non-Equity Incentive Awards
(1)
|
|
Awards
(2)
|
|
of Shares
|
|
Option/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Stock
|
|
SSAR
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Awards
|
Name
|
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
(3)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
|
(i)
|
|
|
(l)
|
Paul M. Cofoni
|
|
|
|
$
|
331,000
|
|
$
|
1,192,500
|
|
$
|
1,908,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
52,500
|
|
|
105,000
|
|
|
|
|
|
|
$
|
2,419,200
|
|
Daniel D. Allen
|
|
|
|
|
184,500
|
|
|
658,000
|
|
|
1,052,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
19,060
|
|
|
38,120
|
|
|
|
|
|
|
|
878,285
|
|
John S. Mengucci
|
|
|
|
|
75,000
|
|
|
267,500
|
|
|
428,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,256
|
|
|
|
2,000,016
|
|
William M. Fairl
|
|
|
|
|
250,000
|
|
|
900,000
|
|
|
1,440,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
15,630
|
|
|
31,260
|
|
|
|
|
|
|
|
720,230
|
|
Thomas A. Mutryn
|
|
|
|
|
115,000
|
|
|
405,000
|
|
|
648,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
22,920
|
|
|
45,840
|
|
|
|
|
|
|
|
1,056,154
|
____________________
(1)
|
|
These amounts represent potential payouts under the 2012 incentive
plan. The Maximum amount in column (e) represents the bonus amount for
each NEO at Stretch. For performance above Stretch, NEOs are entitled to
additional bonus payouts calculated as a percentage of the Companys NATP
above Stretch. Actual payouts earned are reflected in the Non-Equity
Incentive Plan Compensation column of the Summary Compensation
Table.
|
|
(2)
|
|
These amounts represent performance-based RSU grants to NEOs in
fiscal year 2012.
|
|
(3)
|
|
Amounts represent the grant date fair value of the stock awards
granted to the named executive officer during fiscal year 2012 determined
pursuant to ASC 718.
|
24
Outstanding Equity Awards at Fiscal
Year-End
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
Number of
|
|
Market or
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
of
Shares
|
|
|
|
|
Unearned
|
|
Payout Value of
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
|
or Units of
|
|
Market Value
|
|
Shares, Units
|
|
Unearned
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Stock
|
|
of Shares
or
|
|
or Other
|
|
Shares, Units or
|
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
|
|
|
|
|
That
|
|
Units of
Stock
|
|
Rights That
|
|
Other Rights
|
|
|
Options
|
|
Options
|
|
Option
|
|
Option
|
|
Have
Not
|
|
That
Have
|
|
Have Not
|
|
That Have Not
|
|
|
(#)
|
|
(#)
|
|
Exercise
|
|
Expiration
|
|
Vested
|
|
Not
Vested
(1)
|
|
Vested
|
|
Vested
(1)
|
Name
|
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
Paul M. Cofoni
|
|
|
249,000
|
|
|
|
|
|
|
$
|
64.22
|
|
|
|
8/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
54.39
|
|
|
|
7/20/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
|
|
|
|
|
50.43
|
|
|
|
6/19/14
|
|
|
|
|
|
|
|
|
|
10,635
|
(2)(7)
|
|
|
|
$
|
585,138
|
|
|
|
|
|
|
|
|
18,160
|
|
|
|
49.78
|
(5)
|
|
|
9/18/15
|
|
|
|
|
|
|
|
|
|
32,670
|
(2)(9)
|
|
|
|
|
1,797,503
|
|
|
|
|
|
|
|
|
10,440
|
|
|
|
49.36
|
(4)
|
|
|
8/17/15
|
|
|
|
|
|
|
|
|
|
76,886
|
(10)
|
|
|
|
|
4,230,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,075
|
(11)
|
|
|
|
|
2,425,007
|
|
|
|
Daniel D. Allen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,324
|
(12)
|
|
$
|
2,108,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,001
|
(11)
|
|
|
|
|
880,375
|
|
|
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,256
|
(13)
|
|
|
1,829,745
|
|
|
|
|
|
|
|
|
|
|
|
|
William M. Fairl
|
|
|
19,212
|
|
|
|
|
|
|
|
62.48
|
|
|
|
8/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,505
|
(2)(7)
|
|
|
|
|
247,865
|
|
|
|
|
|
|
|
|
12,120
|
|
|
|
48.83
|
(3)
|
|
|
7/1/14
|
|
|
|
|
|
|
|
|
|
12,254
|
(2)(9)
|
|
|
|
|
674,215
|
|
|
|
|
3,333
|
|
|
|
21,667
|
|
|
|
48.83
|
(3)
|
|
|
7/1/14
|
|
|
|
|
|
|
|
|
|
28,841
|
(10)
|
|
|
|
|
1,586,855
|
|
|
|
|
|
|
|
|
4,400
|
|
|
|
49.36
|
(4)
|
|
|
8/17/15
|
|
|
|
|
|
|
|
|
|
13,122
|
(11)
|
|
|
|
|
721,972
|
|
|
|
Thomas A. Mutryn
|
|
|
12,000
|
|
|
|
|
|
|
|
53.65
|
|
|
|
9/17/13
|
|
|
|
|
|
|
|
|
|
2,695
|
(2)(7)
|
|
|
|
|
148,279
|
|
|
|
|
13,620
|
|
|
|
9,080
|
|
|
|
48.83
|
(3)
|
|
|
7/1/14
|
|
|
|
|
|
|
|
|
|
2,625
|
(8)
|
|
|
|
|
144,428
|
|
|
|
|
3,960
|
|
|
|
2,640
|
|
|
|
49.36
|
(7)
|
|
|
8/17/15
|
|
|
|
|
|
|
|
|
|
17,970
|
(2)(9)
|
|
|
|
|
988,709
|
|
|
|
|
3,840
|
|
|
|
2,560
|
|
|
|
37.67
|
(6)
|
|
|
11/20/15
|
|
|
|
|
|
|
|
|
|
42,288
|
(10)
|
|
|
|
|
2,326,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,242
|
(11)
|
|
|
|
|
1,058,695
|
|
____________________
(1)
|
|
Based on the $55.02 closing price of the Companys
common stock on June 30, 2012.
|
|
(2)
|
|
Stock awards granted on August 18, 2008 and August 18,
2009 contained performance conditions whereby the number of units vesting
depended upon the Companys financial performance for the year ended June
30, 2010. Based on the Companys actual results for the year ended June
30, 2010, the maximum number of units was awarded. The amounts in column
(i) reflect such maximum numbers.
|
|
(3)
|
|
SSARs granted on July 2, 2007 and which were not
exercisable at June 30, 2012 became exercisable on July 1,
2012.
|
|
(4)
|
|
SSARs granted on August 18, 2008 and which were not
exercisable at June 30, 2012 became or will become exercisable as follows:
50% on August 18, 2012, and 50% on August 18, 2013.
|
|
(5)
|
|
SSARs granted on September 19, 2008 and which were not
exercisable at June 30, 2012 became exercisable on September 18,
2012.
|
|
(6)
|
|
SSARs granted on November 20, 2008 and which were not
exercisable at June 30, 2012 became or will become exercisable as follows:
50% on August 18, 2012, and 50% on August 18, 2013.
|
|
(7)
|
|
Stock awards granted on August 18, 2008, that had not
vested as of June 30, 2012, vested on August 18, 2012.
|
|
(8)
|
|
Stock awards granted on November 20, 2008, that had not
vested as of June 30, 2012, vested on August 18,
2012.
|
25
(9)
|
|
Stock awards granted on August 18, 2009, that had not
vested as of June 30, 2012 vest as follows: 50% on August 18, 2012 and 50%
on August 18, 2013.
|
|
(10)
|
|
Stock awards granted on September 1, 2010 contain
performance conditions whereby the number of units vesting depended upon
the Companys financial performance for the year ended June 30, 2011, and
the Companys stock price for the 90 day period ended September 1, 2011 as
compared to the 90 day period ended September 1, 2010. The amounts in
column (i)
reflect the actual number of shares
earned. The stock awards vest as follows: 50% on September 1, 2013 and 50%
on September 1, 2014.
|
|
(11)
|
|
Stock awards granted on September 1, 2011 contain
performance conditions whereby the number of units vesting depended upon
the Companys financial performance for the year ended June 30, 2012, and
the Companys stock price for the 90 day period ended September 1, 2012 as
compared to the 90 day period ended September 1, 2011. The amounts in
column (i)
reflect the actual number of shares
earned. The stock awards vest as follows: 50% on September 1, 2014 and 50%
on September 1, 2015.
|
|
(12)
|
|
Stock awards granted on March 14, 2011, that had not
vested as of June 30, 2012, vest as follows: 33.4% on March 14, 2013,
33.3% on March 14, 2014 and 33.3% on March 14, 2015.
|
|
(13)
|
|
One-half of the stock awards granted on February 27,
2012 vest as follows: 50% on February 26, 2017; 10% on February 26, 2018;
10% on February 26, 2019; 10% on February 26, 2020; 10% on February 26,
2021; and 10% on February 26, 2022. One-half of the stock awards granted
on February 27, 2012 vest as follows: 33.4% on February 26, 2013, 33.3% on
February 26, 2014, and 33.3% on February 26,
2015.
|
Option Exercises and Stock
Vested
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
Number
of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
Acquired
on
|
|
Realized on
|
|
Acquired on
|
|
Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)
(1)
|
|
Vesting (#)
|
|
Vesting ($)
(2)
|
Paul M. Cofoni
|
|
|
58,840
|
|
|
|
$
|
585,775
|
|
|
34,340
|
|
$
|
1,694,339
|
Daniel D. Allen
|
|
|
|
|
|
|
|
|
|
|
12,774
|
|
|
781,130
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William M. Fairl
|
|
|
65,595
|
|
|
|
|
919,355
|
|
|
10,633
|
|
|
518,997
|
Thomas A. Mutryn
|
|
|
|
|
|
|
|
|
|
|
14,305
|
|
|
698,227
|
____________________
(1)
|
|
These amounts are equal to the difference between the
sales price of our common stock on the NYSE on the exercise date and the
exercise price, multiplied by the number of shares underlying the
exercised option or stock settled stock appreciation right.
|
|
(2)
|
|
These amounts are equal to the closing price of our
common stock on the NYSE on the applicable vesting date multiplied by the
number of shares vested on that date.
|
26
Pension Benefits
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
Number of
|
|
Value
of
|
|
Payments
|
|
|
|
|
Years
Credited
|
|
Accumulated
|
|
During
Last
|
Name
|
|
Plan Name
|
|
Service (#)
|
|
Benefit ($)
(1)
|
|
Fiscal Year ($)
|
Paul M.
Cofoni
(2)
|
|
Supplemental Retirement Benefit Plan
|
|
7
|
|
$
|
1,606,766
|
|
|
Daniel D. Allen
(3)
|
|
Supplemental Retirement Benefit
Plan
|
|
1
|
|
|
176,545
|
|
|
John S. Mengucci
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
William M. Fairl
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Thomas A. Mutryn
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
____________________
(1)
|
|
The Present Value of Accumulated
Benefits under each plan has been calculated as of June 30, 2012, using
the guidelines contained in ASC 715 -
Compensation Retirement Benefits
.
|
|
(2)
|
|
Mr. Cofonis SERP provides an annual
payment of $65,000 each year until the later of his death and his spouses
death, if he terminates employment for a reason other than involuntarily
for cause on or after age 65. It also provides an annual payment of
$48,600 each year until Mr. Cofonis death. If Mr. Cofonis spouse
survives him, she shall receive $24,300 per year beginning the year
following his death and continuing until her death, in the event he
terminates employment for a reason other than involuntarily for cause on
or after age 62. If Mr. Cofoni voluntarily terminates or is involuntarily
terminated other than for cause prior to attainment of the required age, a
pro rata portion of the payment amount is provided. In the event of a
Change of Control, if Mr. Cofonis employment is involuntarily terminated
for a reason other than for cause or if he voluntarily terminates
employment for good reason, Mr. Cofoni and his spouse will receive the
full benefits payable under the SERP. If Mr. Cofoni is terminated
involuntarily for cause, all benefits of the SERP are forfeited. No
payments shall be made to any person, trust or entity under this plan
after the death of Mr. Cofoni and his spouse.
|
|
(3)
|
|
Mr. Allens SERP provides an annual
payment of $88,000 each year until the later of his death or his spouses
death, if he terminates employment for a reason other than involuntarily
for cause on or after age 55, with payments to commence as of the later of
the first day of the seventh month after Mr. Allens separation from
service, or the date Mr. Allen reaches age 60.
If
Mr. Allen voluntarily terminates other than for good reason or is
involuntarily terminated other than for cause prior to age 55, a pro rata
portion of the payment amount is provided, with payments to commence when
Mr. Allen reaches age 60.
In the event of a Change
of Control, if Mr. Allens employment is involuntarily terminated for a
reason other than for cause or if he voluntarily terminates employment for
good reason, Mr. Allen and his spouse will receive the full benefits
payable under the SERP. If Mr. Allen is terminated involuntarily for
cause, all benefits of the SERP are forfeited. No payments shall be made
to any person, trust or entity under this plan after the death of Mr.
Allen and his spouse.
|
Non-Qualified Deferred Compensation
for Fiscal Year 2012
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
|
Executive
|
|
Company
|
|
Aggregate
|
|
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Aggregate
|
|
Balance at
|
|
|
Last Fiscal Year
|
|
Last Fiscal Year
|
|
Last Fiscal
|
|
Withdrawals/
|
|
Last Fiscal
|
Name
|
|
($)
(1)
|
|
($)
(2)
|
|
Year
($)
(3)
|
|
Distributions ($)
|
|
Year End
($)
(4)
|
Paul M. Cofoni
|
|
|
$
|
38,951
|
|
|
|
$
|
40,714
|
|
|
|
$
|
78,918
|
|
|
|
|
|
$
|
2,110,841
|
|
Daniel D. Allen
|
|
|
|
2,539
|
|
|
|
|
39,830
|
|
|
|
|
25
|
|
|
|
|
|
|
42,394
|
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William M. Fairl
|
|
|
|
5,437
|
|
|
|
|
101,315
|
|
|
|
|
137,752
|
|
|
|
|
|
|
3,500,533
|
|
Thomas A. Mutryn
|
|
|
|
47,928
|
|
|
|
|
53,195
|
|
|
|
|
18,588
|
|
|
|
|
|
|
458,099
|
|
____________________
(1)
|
|
Executive contributions are included in the Salary,
Bonus, and Non-Equity Incentive Plan Compensation in the Summary
Compensation Table.
|
|
(2)
|
|
Company contributions are included in the All Other
Compensation column of the Summary Compensation Table.
|
|
(3)
|
|
No amounts in the Aggregate Earnings column are reported
as compensation in the Summary Compensation
Table.
|
27
(4)
|
|
Certain amounts in the Aggregate Balance at Last Fiscal
Year End column were previously reported in the Summary Compensation Table
in the Salary and Non-Equity Incentive Plan Compensation columns (in the
case of executive contributions) or in the All Other Compensation column
(in the case of company contributions). The amounts previously reported as
executive and Company contributions were as follows: (i) Mr. Cofoni,
$1,515,746 and $364,033 (ii) Mr. Fairl, $2,604,474 and $333,582; and (iii)
Mr. Mutryn, $179,312 and $142,762.
|
Employment and Severance
Agreements
The term of
each executive officers employment and severance agreement is one year with
automatic one-year extensions thereafter (except for the employment agreement
provided to the President and Chief Executive Officer which is three years with
automatic one-year extensions thereafter), unless the Company provides written
notice of the Companys intent to amend the Companys severance policy with
respect to its senior executives and to apply the amended policy to the
executive. In the event the Company provides such notice to the executive,
agreements expire by their terms at the end of the full term year that begins on
the next July 1st following the date such notice is received by the executive
officer.
Per the terms of the agreements, each executives employment may be
terminated by the Company without a separation payment of any kind in the event
of death or a termination for cause as determined by the Board.
In the event of a termination by the Company for disability, the Company
is generally required to provide 30 days notice, and pay any incentive
compensation earned but unpaid as of the date of termination for any fiscal year
prior to the year in which such termination occurs.
In the event of termination without cause by the Company or resignation
for good reason by the executive, as defined in the agreements, the Company
will pay a severance payment equal to a specified number of months of the
executives base salary, prorated cash incentive compensation payments otherwise
payable under the executives incentive compensation plan for the fiscal year of
termination, and continued participation in the Companys health care plan for a
defined period of time. When the executives resignation is not associated with
a change in control, good reason is defined as (i) a material reduction in the
executives total compensation and benefit opportunity (other than a reduction
made by the Board, acting in good faith, based upon the performance of the
executive, or to align the compensation and benefits of the executive with that
of comparable executives, based on market data); or (ii) a substantial adverse
alteration in the conditions of the executives employment.
In the event of a termination without cause or resignation for good
reason within one year of the effective date of a change in control, the
agreements provide that the Company will pay similar termination payments as in
the preceding paragraph but require the executives base salary to be paid for a
higher number of specified months and a specified payment based on the average
incentive compensation earned by the executive for the five fiscal years
immediately preceding the termination (except that in Dr. Londons case, he is
also entitled to such termination payment if he voluntarily terminates his
employment for any reason within one year of a change in control). In the event
of a change in control, good reason is defined as (i) a substantial adverse
alteration in the nature or status of the executives position or
responsibilities from those in effect on the day before the change in control
date; or (ii) a change in the geographic location of the executives job more
than 50 miles from the place at which such job was based on the day before the
change in control date.
28
The table
below delineates the benefits upon a change in control for each executive
officer in fiscal year 2012 under the scenarios as described above:
|
|
Executive
|
|
|
|
President,
|
|
President,
|
|
|
|
|
|
|
Chairman
|
|
CEO
|
|
US Ops
|
|
UK Ops
|
|
COO
|
|
CFO
|
Salary Multiple:
Termination
|
|
1.5x
|
|
2x
|
|
1x
|
|
1x
|
|
1x
|
|
1x
|
for Good Reason
or
|
Involuntary
Termination
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary Multiple Upon
Change
|
|
3x
|
|
3x
|
|
2x
|
|
2x
|
|
1.5x
|
|
2x
|
in Control and
Voluntary
|
Termination for Good
Reason
|
or Involuntary
Termination
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus Multiple Upon
Change
|
|
2x
|
|
2x
|
|
1.5x
|
|
1.5x
|
|
1x
|
|
1x
|
in Control and
Voluntary
|
Termination for Good
Reason
|
or Involuntary
Termination
|
Without Cause
|
(average annual payment
for last
|
five
years)
|
The agreements for Dr. London, Mr. Cofoni, Mr. Fairl, Mr. Mutryn, and Mr.
Bradford include partial protection against excise taxes payable under IRC
section 280G in the event of termination only after a change in control (a
onetime payment of two-thirds of the excise tax to the executive up to a limit
of $500,000). Since these agreements were put in place, however, the Committee
decided not to include this term in any new agreements, and it is therefore not
included in the agreements with other executive officers.
The agreements also restrict each executive officers rights to compete
with the Company or to offer employment to Company employees following
termination.
No changes to existing employment or severance agreements were made
during fiscal year 2012.
Calculations for various termination scenarios are included in the
Potential Payments on Termination or Change in Control section
below.
Potential Payments on Termination or
Change in Control
The tables below reflect the amount of compensation payable to each NEO
upon termination of employment under various termination scenarios. The tables
show the amount of compensation payable to each NEO upon voluntary termination
(other than for good reason) or retirement, upon termination by the Company
without cause or by the NEO for good reason other than in connection with a
change in control, and upon termination by the Company without cause or by the
NEO for good reason following a change in control. The amounts shown assume,
for illustrative purposes, that such termination was effective as of June 30,
2012 and therefore include amounts earned through such date, and are estimates
of the amounts which would be paid to the NEOs upon termination. The actual
amounts to be paid can be determined only at the time of the actual separation
from the Company.
29
Separation Payment in event of
Voluntary Termination or Retirement
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Company
|
|
Value of
|
|
Value of
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Non-qualified
|
|
Non-qualified
|
|
Supplemental
|
|
Vested
|
|
Unvested
|
|
280G Excise
|
|
|
|
|
|
|
Total Cash
|
|
Continuation
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Equity
|
|
Equity
|
|
Tax Partial
|
|
|
|
|
|
|
Severance
|
|
of Benefits
(2)
|
|
Contributions
(3)
|
|
Contributions
(4)
|
|
Benefits
(5)
|
|
Awards
(6)
|
|
Awards
(7)
|
|
Protection
(8)
|
|
|
|
Executive
Officer
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
(d)
|
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
(h)
|
|
Total
|
Paul M. Cofoni
|
|
|
|
$
|
|
|
|
|
$
|
309,473
|
|
|
|
$
|
1,606,095
|
|
|
|
$
|
504,746
|
|
|
$
|
1,606,766
|
|
$
|
1,206,000
|
|
$
|
3,929,102
|
(9)
|
|
|
$
|
N/A
|
|
|
$
|
9,162,182
|
Daniel D. Allen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,564
|
|
|
|
|
|
|
|
|
176,545
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
179,109
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
William M. Fairl
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,065,638
|
|
|
|
|
434,895
|
|
|
|
|
|
|
20,631
|
|
|
1,707,329
|
(10)
|
|
|
|
N/A
|
|
|
|
5,228,493
|
Thomas A. Mutryn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262,142
|
|
|
|
|
195,957
|
|
|
|
|
|
|
189,785
|
|
|
|
|
|
|
|
N/A
|
|
|
|
647,884
|
____________________
(1)
|
|
Assumes that the executive officer retired or
voluntarily terminated his position (other than for good reason). In the
event of the executive officers death or disability, the executive
officer would be entitled to the amounts listed in the columns (d), (e)
and (f) above as well as column (c) from the Separation Payment following
Change in Control Table listed below. In addition, the Company generally
is required to provide 30 days notice in the event of a termination for
disability. In the event of a termination of the executive officer for
cause, the executive officer would be entitled to the amounts listed above
in columns (c) and (e).
|
|
(2)
|
|
In 2009, the Company entered into a lifetime medical
agreement with Mr. Cofoni that provides lifetime participation in the
Companys medical plans to the extent permitted by law, with such
participation in the plans on the same basis that existed just prior to
any merger, consolidation, or change in control of the Company. The table
value therefore represents the present value (using a discount rate of
2.48%) of continued current medical, dental, and vision insurance coverage
less the estimated portion of the cost, plus the amount required to cover
all estimated applicable local, state and federal income and payroll taxes
imposed with respect to such payments over Mr. Cofonis expected life span
(based upon Internal Revenue Service (IRS) Life Expectancy
Tables).
|
|
(3)
|
|
Represents the value of monies deferred into the
non-qualified retirement plan during employment that would be payable upon
termination.
|
|
(4)
|
|
Represents the value of Company contributions (vested as
of June 30, 2012) paid into the non-qualified retirement plan on behalf of
the executive officer during employment that would be payable upon
termination.
|
|
(5)
|
|
Represents the present value of benefits accrued by
Messrs. Cofoni and Allen through June 30, 2012 under their SERPs. The
accrued benefits are to be paid over their expected remaining
lifespan.
|
|
(6)
|
|
Based on the difference between the closing price per
share of the Companys common stock as of June 30, 2012 and the applicable
exercise price of the vested portion of the equity awards.
|
|
(7)
|
|
Based on the difference between the closing price per
share of the Companys common stock as of June 30, 2012 and the applicable
exercise price of the unvested portion of the equity awards. As Messrs.
Cofoni and Fairl are over 62 years old, a prorated amount of unvested
equity awards made since July 1, 2008 would vest upon
retirement.
|
|
(8)
|
|
As described above under Employment and Severance
Agreements, executive officers are entitled to partial protection against
IRC section 280G excise taxes only in the event of termination after a
change of control.
|
|
(9)
|
|
Based on Mr. Cofonis planned December 2012 retirement
and the other assumptions listed above, Mr. Cofoni would receive an
additional $1,581,987 in compensation from his unvested equity awards
beyond the amount shown in this table.
|
|
(10)
|
|
Based on Mr. Fairls September 2012 retirement and the
other assumptions listed above, Mr. Fairl would receive an additional
$256,632 in compensation from his unvested equity awards beyond the amount
shown in this table.
|
30
Separation Payment in event of
Termination for Good Reason or Without Cause by Company
(1)
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Company
|
|
Value of
|
|
Value of
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
Value of
|
|
Non-qualified
|
|
Non-qualified
|
|
Supplemental
|
|
Vested
|
|
Unvested
|
|
280G Excise
|
|
|
|
|
|
Total Cash
|
|
Continuation
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Equity
|
|
Equity
|
|
Tax Partial
|
|
|
|
|
|
Severance
|
|
of Benefits
(2)
|
|
Contributions
(3)
|
|
Contributions
(4)
|
|
Benefits
(5)
|
|
Awards
(6)
|
|
Awards
(7)
|
|
Protection
(8)
|
|
|
|
Executive
Officer
|
|
|
(a)
|
|
(b)
|
|
|
|
(c)
|
|
|
|
|
(d)
|
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Total
|
Paul M. Cofoni
|
|
$
|
1,560,000
|
|
|
$
|
309,473
|
|
|
|
$
|
1,606,095
|
|
|
|
$
|
504,746
|
|
|
|
$
|
1,606,766
|
|
|
$
|
1,206,000
|
|
$
|
3,929,102
|
|
|
$
|
N/A
|
|
|
$
|
10,722,182
|
Daniel D. Allen
|
|
|
513,000
|
|
|
|
12,447
|
|
|
|
|
2,564
|
|
|
|
|
|
|
|
|
|
176,545
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
704,556
|
John S. Mengucci
|
|
|
500,000
|
|
|
|
10,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
510,594
|
William M. Fairl
|
|
|
545,000
|
|
|
|
12,642
|
|
|
|
|
3,065,638
|
|
|
|
|
434,895
|
|
|
|
|
|
|
|
|
20,631
|
|
|
1,707,329
|
|
|
|
N/A
|
|
|
|
5,786,135
|
Thomas A. Mutryn
|
|
|
445,200
|
|
|
|
24,397
|
|
|
|
|
262,142
|
|
|
|
|
195,957
|
|
|
|
|
|
|
|
|
189,785
|
|
|
|
|
|
|
N/A
|
|
|
|
1,117,481
|
____________________
(1)
|
|
Assumes that the executive officer resigned for good
reason or was terminated without cause.
|
|
(2)
|
|
Assumes that Mr. Cofoni is entitled to receive lifetime
medical benefits as previously described, and that Messrs. Allen,
Mengucci, Fairl, and Mutryn are entitled to receive continuation of health
benefits following the date of separation. For Mr. Cofoni, the table value
therefore represents the present value (using a discount rate of 2.48%) of
continued current medical, dental, and vision insurance coverage less the
estimated portion of the cost, plus the amount required to cover all
estimated applicable local, state and federal income and payroll taxes
imposed with respect to such payments over Mr. Cofonis expected life span
(based upon IRS Life Expectancy Tables). For Messrs. Allen, Mengucci,
Fairl, and Mutryn, the table value represents the total values of
continued current medical, dental, and vision insurance coverage over the
duration of the coverage period, less the executives current portion of
the cost, plus the amount required to cover all estimated applicable
local, state and federal income and payroll taxes imposed with respect to
such payment.
|
|
(3)
|
|
Represents the value of monies deferred into the
non-qualified retirement plan during employment that would be payable upon
termination.
|
|
(4)
|
|
Represents the value of Company contributions (vested as
of June 30, 2012) paid into the non-qualified retirement plan on behalf of
the executive officer during employment that would be payable upon
termination.
|
|
(5)
|
|
Represents the present value of benefits accrued by
Messrs. Cofoni and Allen through June 30, 2012 under their SERPs. The
accrued benefits are to be paid over their expected remaining
lifespan.
|
|
(6)
|
|
Based on the difference between the closing price per
share of the Companys common stock as of June 30, 2012 and the applicable
exercise price of the vested portion of the equity awards.
|
|
(7)
|
|
Based on the difference between the closing price per
share of the Companys common stock as of June 30, 2012 and the applicable
exercise price of the unvested portion of the equity awards. As Messrs.
Cofoni and Fairl are over 62 years old, a prorated amount of unvested
equity awards made since July 1, 2008 would vest.
|
|
(8)
|
|
As described above under Employment and Severance
Agreements, executive officers are entitled to partial protection against
IRC section 280G excise taxes only in the event of termination after a
change of control.
|
31
Separation Payment following a Change
of Control
(1)
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Company
|
|
Value of
|
|
Value of
|
|
Value of
|
|
Value of 280G
|
|
|
|
|
|
|
|
|
Value of
|
|
Non-qualified
|
|
Non-qualified
|
|
Supplemental
|
|
Vested
|
|
Unvested
|
|
Excise Tax
|
|
|
|
|
|
Total Cash
|
|
Continuation
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Equity
|
|
Equity
|
|
Partial
|
|
|
|
|
|
Severance
(2)
|
|
of
Benefits
(3)
|
|
Contributions
(4)
|
|
Contributions
(5)
|
|
Benefits
(6)
|
|
Awards
(7)
|
|
Awards
(8)
|
|
Protection
(9)
|
|
|
|
Executive Officer
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Total
|
Paul
M. Cofoni
|
|
$
|
6,535,791
|
|
|
$
|
309,473
|
|
|
|
$
|
1,606,095
|
|
|
|
$
|
504,746
|
|
|
|
$
|
1,606,766
|
|
|
$
|
1,206,000
|
|
$
|
9,596,891
|
|
|
$
|
|
|
|
$
|
21,365,762
|
Daniel D.
Allen
|
|
|
1,878,428
|
|
|
|
12,447
|
|
|
|
|
2,564
|
|
|
|
|
39,830
|
|
|
|
|
176,545
|
|
|
|
|
|
|
3,745,597
|
|
|
|
|
|
|
|
5,855,411
|
John
S. Mengucci
|
|
|
1,168,621
|
|
|
|
10,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,829,745
|
|
|
|
|
|
|
|
3,008,960
|
William M.
Fairl
|
|
|
3,688,819
|
|
|
|
12,642
|
|
|
|
|
3,065,638
|
|
|
|
|
434,895
|
|
|
|
|
|
|
|
|
20,631
|
|
|
3,934,141
|
|
|
|
|
|
|
|
11,156,766
|
Thomas A. Mutryn
|
|
|
2,205,705
|
|
|
|
24,397
|
|
|
|
|
262,142
|
|
|
|
|
195,957
|
|
|
|
|
|
|
|
|
189,785
|
|
|
5,293,123
|
|
|
|
|
|
|
|
8,171,109
|
____________________
(1)
|
|
Assumes that the executive officer resigned for good reason or
was terminated without cause within one year of a change in
control.
|
|
(2)
|
|
Includes incentive plan amounts earned but not yet paid for fiscal
year 2012.
|
|
(3)
|
|
Assumes that Mr. Cofoni is entitled to receive lifetime medical
benefits as previously described, and that Messrs. Allen, Mengucci, Fairl,
and Mutryn are entitled to receive continuation of health benefits
following the date of separation. For Mr. Cofoni, the table value
therefore represents the present value (using a discount rate of 2.48%) of
continued current medical, dental, and vision insurance coverage less the
estimated portion of the cost, plus the amount required to cover all
estimated applicable local, state and federal income and payroll taxes
imposed with respect to such payments over Mr. Cofonis expected life span
(based upon IRS Life Expectancy Tables). For Messrs. Allen, Mengucci,
Fairl, and Mutryn, the table value represents the total values of
continued current medical, dental, and vision insurance coverage over the
duration of the coverage period, less the executives current portion of
the cost, plus the amount required to cover all estimated applicable
local, state and federal income and payroll taxes imposed with respect to
such payment.
|
|
(4)
|
|
Represents the value of monies deferred into the non-qualified
retirement plan during employment that would be payable upon
termination.
|
|
(5)
|
|
Represents the value of all Company contributions paid into the
non-qualified retirement plan on behalf of the executive officer during
employment that would be payable upon termination.
|
|
(6)
|
|
Represents the present value of benefits accrued by Messrs. Cofoni
and Allen through June 30, 2012 under their SERPs. The accrued benefits
are to be paid over their expected remaining lifespan.
|
|
(7)
|
|
Based on the difference between the closing price per share of the
Companys common stock as of June 30, 2012 and the applicable exercise
price of the vested portion of the equity awards.
|
|
(8)
|
|
Based on the difference between the closing price per share of the
Companys common stock as of June 30, 2012 and the applicable exercise
price of the unvested portion of the equity awards at Target in accordance
with the grant agreements. All equity awards to executive
officers would vest upon a change in control.
|
|
(9)
|
|
As described above under Employment and Severance Agreements,
certain executive officers are entitled to partial protection against IRC
section 280G excise taxes in the event of termination after a change in
control. Specifically, their severance agreements provide for a one-time
payment to the executive equal to the lesser of two-thirds of the excise
tax to the executive and $500,000. Based on the assumptions used in the
preparation of the table, no payments would be due to the executives under
this termination scenario.
|
32
DIRECTOR COMPENSATION
Each Director
not employed by the Company or any of its subsidiaries is compensated according
to the following arrangements for his service as a Director, including
participation in meetings of the full Board and the committee(s) of which he is
a member:
-
Full Board
$50,000 annual retainer for up to four meetings per year and $2,000 for
each additional in-person meeting of any length. Additional phone meetings of
any length are $500 per meeting. Equity grants are made in the form of RSUs
expressed as a dollar value, in an amount established from time to time by the
Compensation Committee. Such RSU awards are made on the date of the Annual
Meeting of Stockholders at which such election occurs, based on the closing
price per share of the Companys common stock on that date. For fiscal year
2012, each director was granted $100,000 in RSUs. Under the Companys Director
Stock Purchase Plan (DSPP), Directors may also elect to receive RSUs in lieu
of up to one hundred percent (100%) of their annual retainer, with such
election to be made prior to the commencement of the effective calendar year.
The number of issued RSUs is based on the fair market value of the stock on
the date of purchase.
-
Audit Committee
$10,000 for up to four meetings per year and $1,500 for each additional
in-person meeting of any length. Additional phone meetings of any length are
$500 per meeting. The Chairman of this committee receives an additional
$10,000 per year.
-
Security and Risk Assessment Committee
$6,000 for up to four meetings per year.
Additional in-person meetings are $750. Additional phone meetings of any
length are $500 per meeting. The Chairman of this committee receives an
additional $4,000 per year.
-
Compensation Committee
$10,000 for up to four meetings per year and $1,500 for each
additional in-person meeting of any length. Additional phone meetings of any
length are $500 per meeting. The Chairman of this committee receives an
additional $10,000 per year.
-
Executive Committee
$1,500 per meeting.
-
Investor Relations Committee
$6,000 for up to four meetings per year and $1,250 for each
additional in-person meeting of any length. Additional phone meetings of any
length are $500 per meeting. The Chairman of this committee receives an
additional $4,000 per year.
-
Corporate Governance and Nominating Committee
$10,000 for up to four meetings per year
and $1,250 for each additional in-person meeting of any length. Additional
phone meetings of any length are $500 per meeting. The Chairman of this
committee receives an additional $10,000 per year.
-
Strategic Assessment Committee
$6,000 for up to four meetings per year and
$1,250 for each additional in-person meeting of any length. Additional phone
meetings of any length are $500 per meeting. The Chairman of this committee
receives an additional $4,000 per year.
Dr. London, Mr. Cofoni, and Mr. Allen received no separate compensation
for their service as directors, except that they are eligible to be reimbursed
for incurred expenses associated with attending meetings of the Board and its
committees, such as when meetings are conducted at offsite locations.
During fiscal year 2012, in addition to the retainer and committee
meeting fees, Dr. Phillips received compensation of $36,000 for additional
services performed as a lead director in connection with and in the committees
on which he serves.
The Committee has also adopted stock ownership requirements for outside
members of the Board to align the interest of stockholders and directors, and in
fiscal year 2012 modified the requirements. Whereas previously outside directors
were required to hold at least 6,000 fully owned shares of CACI stock with
interim requirements as described below until the level was met, the requirement
was changed to be based on five times the value of their Annual Retainer,
converted annually to a whole number of shares based on the 90-day average price
of CACI stock. For the next compliance checkpoint on December 1, 2012, this
requirement translated into a requirement to hold 4,730 fully owned shares (the
previous 6,000 share level was used for the December 1, 2011 compliance check).
The amount of shares will continue to be reviewed annually by the Committee to
ensure that it provides enough incentive to properly align the interests of the
outside directors with those of the Companys shareholders. Until the Director
holds the required number of shares, he/she is limited with respect to the
number of shares he/she is allowed to sell, and is only allowed to sell ½ of
vested RSUs for the purpose of covering the tax burden caused by the
vesting.
33
Shareholdings
are measured annually as of December 1st to determine compliance with the plan.
The requirement is based upon the prior years level plus one half of all vested
restricted stock units. Only fully owned shares count in the measurement;
unvested restricted stock units do not count, nor do any other unvested and/or
unexercised instruments. Penalties for non-compliance were revised during fiscal
year 2012. Previously the penalty for non-compliance was that the Director was
ineligible to receive equity awards under the Companys 2006 Stock Incentive
Plan until the required level was reached and for an additional one-year period
thereafter. The revised penalty for non-compliance is that the Director is
required to participate in the DSPP with 100% of his/her earned Annual Retainer
and committee fees going toward the quarterly purchase of CACI stock, until such
time as he/she meets the required holding level. All outside directors, with the
exception of Dr. Phillips, met their required stock ownership requirement as of
December 1, 2011. Due to his non-compliance, Dr. Phillips participated in the
DSPP during fiscal year 2012 per the terms as described above. Dr. Phillips
became compliant with his requirement in the first quarter of fiscal year
2013.
The following table summarizes the compensation information for fiscal
year 2012 for each of the Companys non-employee directors who were directors at
any time during the fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
Non-Equity
|
|
Value and
|
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
|
Incentive
|
|
Non-qualified
|
|
|
|
|
|
|
|
or
Paid
|
|
Stock
|
|
Option
|
|
Plan
|
|
Deferred
|
|
All Other
|
|
|
|
|
|
in
Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name
|
|
($)
(1)
|
|
($)
(2)
|
|
($)
|
|
($)
|
|
Earnings
|
|
($)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
James S. Gilmore
III
|
|
$
|
95,000
|
|
$
|
100,041
|
|
|
|
|
|
|
|
|
|
$
|
195,041
|
Gregory G. Johnson
|
|
|
94,500
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
194,541
|
Richard L.
Leatherwood
|
|
|
140,000
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
240,041
|
James L. Pavitt
|
|
|
95,000
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
195,041
|
Warren R.
Phillips
|
|
|
192,000
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
292,041
|
Charles P. Revoile
|
|
|
152,000
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
252,041
|
William S.
Wallace
|
|
|
93,500
|
|
|
100,041
|
|
|
|
|
|
|
|
|
|
|
193,541
|
Gordon England
|
|
|
28,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
____________________
1)
|
|
Under the Companys DSPP, Dr. Phillips elected to receive 100% of
his annual retainer in restricted stock of the Company. Dr. Phillips
acquired 943 shares pursuant to his election to defer all of his retainer.
The grant date fair value of these shares totaled $54,250. The current
year deferral is included in the Fees Earned or Paid in Cash
column.
|
|
2)
|
|
The amounts represent the aggregate grant date fair value computed
in accordance with ASC 718 for awards of stock in fiscal year 2012 under
the terms of the Companys 2006 Stock Incentive Plan. The grant date fair
value per share is the closing price for the Companys stock on the
November 17, 2011 grant date ($54.37). For fiscal year 2012, the Company
awarded 1,840 RSUs to Directors Johnson, Leatherwood, Pavitt, Wallace,
Phillips, Gilmore and Revoile with a grant date fair value of $100,041
each. The outstanding number of stock options awarded to each director as
of June 30, 2012 was as follows: Director Leatherwood 3,000 and Director
Revoile 3,000. The outstanding number of RSUs awarded to each director as
of June 30, 2012 was as follows: Director Johnson 920; Director
Leatherwood 920; Director Pavitt 920; Director Revoile 920; Director
Gilmore 920; Director Wallace 920; and Director Phillips
1,322.
|
34
CORPORATE GOVERNANCE
Board Leadership
Structure
The Board
recognizes the importance of good corporate governance as a means of addressing
the interests of the Companys stockholders. The Board also recognizes that
ensuring that the Company maintains good corporate governance practices is an
ongoing process. Consistent with these principles, the Board believes that no
specific leadership model is necessarily right for all companies at all times.
The Boards policy as to whether the role of the Chairman of the Board and CEO
should be separate or combined is to adopt the model that best serves the
Companys stockholders at any point in time.
The Companys Corporate Governance Guidelines currently provide that the
role of Chairman of the Board and CEO are separate. The Board believes this
model provides effective leadership for the Company at this time, allowing the
Chairman of the Board to focus on Board activity and the CEO to focus on
business strategy and execution.
The Chairman of the Board serves as the presiding officer of the Board of
Directors. The Chairman of the Board works closely with the CEO in a consulting
capacity concerning the Companys strategic direction and the staffing of key
positions.
The CEO provides the overall and operational direction for the Company.
The CEO establishes the Companys policies and objectives in accordance with the
directives of the Board of Directors and the Companys
corporate charter.
Dr. Phillips has been designated as the Boards lead independent
director. Dr. Phillips duties as lead independent director include:
-
coordinating the activities of the non-employee
directors;
-
reviewing and reporting progress to the Board on
certain issues or oversight matters;
-
presiding at independent director sessions and
coordinating the agenda for such sessions;
-
functioning as principal liaison between the
non-employee directors and the Chairman of the Board;
-
organizing Board review of the Companys annual
strategic planning cycle; and
-
serving as a Board member on most of CACIs
wholly-owned subsidiary corporations.
Committees and Meetings of the Board
of Directors
It is the Companys policy to encourage all Directors to attend in person
its Annual Meeting of Stockholders each year as well as participate in person
or, if not possible, via teleconference where feasible, in all Board of
Directors and committee meetings. Nevertheless, the Company recognizes that this
may not always be possible due to conflicting personal or professional
commitments. All Directors attended the 2011 Annual Meeting of Stockholders held
on November 17, 2011. The Board held fourteen meetings during fiscal year 2012.
In fiscal year 2012, each Director attended at least seventy-five percent of the
aggregate of the total number of Board and committee meetings on which the
Director served.
The Board had a Compensation Committee, an Executive Committee, an Audit
Committee, an Investor Relations Committee, a Corporate Governance and
Nominating Committee, a Security and Risk Assessment Committee, and a Strategic
Assessment Committee during fiscal year 2012.
Corporate Governance
Guidelines
The Company has adopted a set of corporate governance guidelines in
accordance with the requirements of Section 303A of the NYSE Listed Company
Manual. Those guidelines can be found on the Companys website at
www.caci.com/about/corp_gov/corp_gov.shtml
, and a print copy of the guidelines will be provided to any stockholder
upon request.
35
Code of Ethics
The Company
has adopted both a Directors Code of Business Ethics and Conduct and a
Standards of Ethics and Business Conduct that apply, respectively, to our
Directors and to all of our employees, including our Chief Executive Officer,
Chief Financial Officer, Corporate Controller, and all of our Executive
Officers. Each such Director and Officer is required to review the applicable
Code and to certify compliance annually. There have not been any waivers of
either Code relating to any such Directors or Officers. The Company intends to
disclose any waiver granted to any director, principal executive officer,
principal financial officer, principal accounting officer, or any other
executive officer of the Company or any amendments to the Codes, in the
Investors section of the Companys website at
www.caci.com
within four business days
following the date of such amendment or waiver. The Codes are available for
review on the Companys website at
www.caci.com/about/corp_gov/dir_ethics.shtml
and
www.caci.com/about/corp_gov/ethics.shtml
, respectively, and print copies of the Codes will be provided to any
stockholder upon request.
Risk Oversight and
Management
The Board as a whole has the overall responsibility for risk oversight of
the Company. The Audit Committee reviews the Companys guidelines and policies
with respect to risk assessment and risk management, including discussion of the
Companys major financial risk exposures and the steps that management has taken
to monitor and control such exposures. The Board has delegated the
responsibility for oversight of certain classified and sensitive high-risk work
supporting defense, intelligence, and international clients, including work
outside the U.S., to its Security and Risk Assessment Committee. Additionally,
the Compensation Committee is responsible for overseeing and assessing risks
associated with the Companys compensation policies and programs. See the
Compensation Discussion and Analysis Risk Assessment section. Each of these
committees receives and discusses reports regularly with members of management
who are responsible for applicable day-to-day risk management functions of the
Company.
Compensation
Committee
The Compensation Committee consists of Directors Gilmore, Johnson,
Leatherwood, Pavitt, and Revoile (Chairman). The Board has determined that all
Compensation Committee members are independent in accordance with the NYSEs
definition and the Companys independence criteria, which are discussed below.
Compensation Committee members, including the Chairman, are appointed by and
serve at the pleasure of the Board of Directors. Pursuant to its Charter, the
Compensation Committee is composed of not fewer than three independent
directors as defined in applicable regulations and stock exchange listing
standards, in order to enhance the Compensation Committees capability to
provide independent governance on behalf of the stockholders and provide
management with objective guidance and support in matters within the
Compensation Committees responsibility. In addition, it is the Boards
intention that each Compensation Committee member shall be a non-employee
director within the meaning of Rule 16b-3 issued by the SEC, and that at least
two Compensation Committee members shall be outside directors within the
meaning of IRC section 162(m), as amended. To the extent that a Compensation
Committee member is not a non-employee director or outside director, as the case
may be, the member does not participate in the determination of awards subject
to those regulations.
The Compensation Committee administers the Companys 2006 Stock Incentive
Plan, the Management Stock Purchase Plan, the Director Stock Purchase Plan, and
the Employee Stock Purchase Plan; determines the benefits to be granted to key
employees thereunder; determines CEO compensation; determines and makes
recommendations to the Board regarding compensation and benefits to be paid to
Executive Officers of the Company; and maintains oversight of the Companys
Affirmative Action and Small, Disadvantaged and Minority Subcontracting
activities. The Compensation Committee met eight times during fiscal year 2012.
The Charter of the Compensation Committee is set forth on the Companys website
at
www.caci.com/about/corp_gov/comp.shtml
, and a print copy of the Charter will be provided to any stockholder
upon request.
36
Compensation Committee Interlocks
and Insider Participation
During fiscal
year 2012, the members of the Compensation Committee had no relationships with
the Company other than their relationships as Directors, their entitlement to
the receipt of standard compensation as Directors and members of certain
committees of the Board, and their relationships to the Company as stockholders.
During fiscal year 2012, no person serving on the Compensation Committee or on
the Board of Directors was an Executive Officer of another entity for which any
of our Executive Officers served on the compensation committee.
Executive Committee
The Executive Committee consists of Directors Allen, Leatherwood, London,
Phillips and Revoile. Mr. Allen replaced Mr. Cofoni on the Executive Committee
effective July 1, 2012. Director London serves as the Executive Committee
Chairman. The Executive Committee is responsible for providing Board input and
authorization necessary in the interim between full Board meetings, and for
identifying those items which merit consideration or action by the entire Board.
The Executive Committee met twenty-four times during fiscal year
2012.
Audit Committee
The Audit Committee consists of Directors Leatherwood, Phillips, Revoile,
and Wallace. The Board has determined that all current Audit Committee members
are independent in accordance with SEC and NYSE requirements. Director
Leatherwood was the Audit Committee Chairman in fiscal year 2012 and served as
such since November 20, 2003. In fiscal year 2013, Director Phillips replaced
Director Leatherwood as Audit Committee Chairman. The Board has determined that
Director Leatherwood qualifies as an audit committee financial expert as that
term is defined in applicable SEC regulations and has accounting or related
financial management expertise within the meaning of the listing standards of
the NYSE. The Board has also determined that each member of the Audit Committee
is financially literate within the meaning of the listing standards of the NYSE.
The Audit Committee is responsible for overseeing and reviewing the Companys
financial information that will be provided to stockholders and others, the
system of internal controls established by management and the Board, and the
annual audit conducted by the independent accountants. The Audit Committee met
seven times during fiscal year 2012. The Audit Committee Charter and
Pre-Approval Policy are set forth on the Companys website at
www.caci.com/about/corp_gov/audit.shtml
, and a print copy of the Charter will be provided to any
stockholder upon request. A report of the Audit Committee appears below in this
Proxy Statement.
Corporate Governance and Nominating
Committee
The Corporate Governance and Nominating Committee consists of Directors
Leatherwood, Phillips and Revoile. The Board has determined that all current
Corporate Governance and Nominating Committee members are independent in
accordance with the NYSEs definition. Dr. Phillips serves as the Corporate
Governance and Nominating Committee Chairman. The Corporate Governance and
Nominating Committee is responsible for recommending to the Board the general
criteria and qualifications for membership on the Board; identifying and
selecting individuals to be nominated for election to the Board; recommending
the number of Directors to be elected each year (within the bounds established
by the Companys By-laws); developing and recommending to the Board a set of
general corporate governance principles; and periodically reviewing, evaluating,
and proposing revisions thereto. The Corporate Governance and Nominating
Committee seeks members from diverse business and professional backgrounds with
outstanding integrity, achievement and judgment and such other skills and
experience as will enhance the Boards ability to serve the long-term interests
of the stockholders. The Corporate Governance and Nominating Committee met seven
times during fiscal year 2012. The Charter of the Corporate Governance and
Nominating Committee is set forth on the Companys website at
www.caci.com/about/corp_gov/nominating.shtml
, and a print copy of the Charter will be provided to any
stockholder upon request.
Criteria for Determining Board and
Committee Independence
The Board has affirmatively determined that seven of the ten current
Directors are independent in accordance with the NYSEs definition and the
Companys independence criteria described below. Because of Dr. Londons service
as Chairman of the Board and Executive Chairman of the Company, Mr. Cofonis
past service as President and Chief Executive Officer, and Mr. Allens service
as President and Chief Executive Officer, they are not independent as defined by
the NYSE rules and the Companys independence criteria.
37
NYSE rules
establish criteria for determining independence and allow the Companys Board of
Directors to adopt additional criteria and apply those criteria to making an
affirmative determination whether each Director is independent in accordance
with the NYSE definition. The following criteria have been applied by the Board
in making its determination of independence with respect to all current
Directors:
|
(1)
|
|
No Material Relationship
. The Director must not
have any material relationship with the Company or its subsidiaries
(either directly or as a partner, stockholder or officer of an
organization that has a relationship with the Company or its subsidiaries)
apart from his/her service as a Director. In making this determination,
the Board considers all relevant facts and circumstances, including
commercial, charitable, and familial relationships that exist, either
directly or indirectly, between the Director and the Company.
|
|
|
|
(2)
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Employment
. The Director must not be nor have
been an employee of the Company or any of its subsidiaries at any time
during the past three years. In addition, a member of the Directors
immediate family (including the directors spouse; parents; children;
siblings; mothers-, fathers-, brothers-, sisters-, sons- and
daughters-in-law; and anyone who shares the Directors home, other than
household employees) must not have been an Executive Officer of the
Company or any of its subsidiaries in the prior three years.
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(3)
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Other Compensation
. The Director and all of
his/her immediate family members must not have received, during any twelve
month period within the last three years, more than $120,000 in direct
compensation from the Company or any of its subsidiaries, other than in
the forms of director fees and committee fees, pension or other forms of
deferred compensation for prior service (provided such compensation is not
contingent in any way on continued service).
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(4)
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Auditor Affiliation
. (A) The Director or an
immediate family member cannot be a current partner of a firm that is the
Companys internal or external auditor; (B) the Director cannot be a
current employee of such a firm; (C) the Director cannot have an immediate
family member who is a current employee of such a firm and who
participates in the firms audit, assurance or tax compliance (but not tax
planning) practice; and (D) the Director or an immediate family member
cannot have been within the last three years (but is no longer) a partner
or employee of such a firm and personally worked on the Companys audit
within that time.
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(5)
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Interlocking Directorships
. The Director or an
immediate family member cannot be, or have been within the last three
years, employed as an executive officer of another company where any of
the Companys present Executive Officers at the same time serves or served
on that companys compensation committee.
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(6)
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Business Transactions
. The Director cannot be a
current employee, and no immediate family member of the Director can be a
current executive officer, of a company that has made payments to, or
received payments from, the Company for property or services in an amount
which, in any of the last three fiscal years, exceeded the greater of $1
million or 2% of such other companys consolidated gross
revenues.
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Policies and Procedures for the
Review and Approval of Transactions with Related Parties
The Company reviews all relationships and transactions in which the
Company and its Directors and Executive Officers or their immediate family
members are participants to determine whether such persons have a direct or
indirect material interest. The Companys legal staff is responsible for
obtaining information through questionnaires and other appropriate procedures
from the Directors and Executive Officers with respect to related party
transactions and then determining whether the Company or a related person has a
direct or indirect material interest in the transaction. Transactions that are
determined to be material to the Company or a related person are disclosed in
the Companys proxy statement. In addition, the Audit Committee is charged with
reviewing and approving or ratifying any related-party transaction. The Audit
Committee considers, among other matters, the nature, timing and duration of the
transaction, the relationships of the parties to the transaction, whether the
transaction is in the ordinary course of the Companys business, the dollar
value of the transaction, and whether the transaction is in the interest of the
Company.
38
Nominating Process
The Companys
By-laws describe the procedure by which the Board, a Board committee, or
stockholder who is entitled to vote and meets the By-laws advance notification
requirements may recommend a candidate for nomination as a
Director.
(1)
The Corporate Governance and Nominating Committee is
tasked with, among other things, identifying and recommending prospective
Director nominees.
(2)
While the Company does not have a formal policy
regarding the consideration of diversity in identifying prospective Director
nominees, the Companys Corporate Guidelines provide that the Board should be
large enough to reflect a substantial diversity of perspectives, background and
experiences, but not so large that its size hinders effective discussion or
diminishes individual accountability. It is the Committees policy to consider
similarly, irrespective of the source of the nomination, all Director nominee
recommendations properly presented in accordance with the prescribed By-law
requirements on the basis of the potential Director nominees background and
business experience. The criteria that the Committee uses in assessing potential
Director nominees is set forth in the Companys corporate governance
guidelines.
Stockholder and Interested Party
Communications with Directors
Stockholders and interested parties may communicate directly with the
Companys Board of Directors or any Director or Committee member, including
Audit Committee members, by sending correspondence to such individual c/o CACI
International Inc, 1100 North Glebe Road, Arlington, Virginia 22201, Attn:
Arnold D. Morse, Corporate Secretary. It is the Companys policy to forward
directly to the Directors all such communications addressed to them and
delivered to the Company at the above stated address.
Executive Sessions
Pursuant to NYSE requirements, two executive sessions of non-management
Directors were held during fiscal year 2012. The lead independent director acted
as the presiding Director at both meetings.
PROPOSAL 2: ADVISORY VOTE ON
EXECUTIVE COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, we
are providing our stockholders with the opportunity to vote to approve, on a
nonbinding, advisory basis, the Companys executive compensation program as
disclosed in this proxy statement in accordance with the compensation disclosure
rules of the SEC.
We encourage stockholders to read our
Compensation Discussion and Analysis
(CD&A) beginning on page 9 of this proxy statement, as well as the Summary
Compensation table and related compensation tables and narrative, appearing on
pages 22 through 32. The CD&A, tables, and narrative provide information on
the Companys compensation policies and practices and describes how we seek to
closely align the interests of our named executive officers with the interests
of our stockholders.
This advisory stockholder vote, known as Say-on-Pay, gives you as a
stockholder, the opportunity to advise whether you approve of the Companys
executive compensation program and policies by voting on the
following resolution:
RESOLVED, that the compensation paid
to the companys named executive officers, as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis, compensation
tables and narrative discussion, is hereby
APPROVED.
____________________
(1)
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The Companys By-laws describe the information submission and
advanced notification requirements for stockholder recommendations of
Director nominees. The Companys By-laws, however, do not obligate the
Company to include information about the candidate in the Companys proxy
materials, nor do they require the Company to permit the stockholder to
solicit proxies for the candidate using Company proxy materials. For the
Companys 2013 Annual Meeting of Stockholders, stockholder notice of a
potential Director nominee must be received by the Corporate Secretary of
CACI International Inc, 1100 North Glebe Road, Arlington, Virginia 22201
by June 18, 2013. The By-laws are available by writing to the Secretary at
the above-stated address or at the Companys website at
www.caci.com/about/corp_gov/bylaws.shtml
.
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(2)
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From time to time the Company may utilize a third party to assist
in identifying and qualifying potential Director
candidates.
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39
The Board
recommends a vote FOR this resolution because it believes that the programs and
policies as detailed in the CD&A are effective in advancing our
pay-for-performance philosophy and achieving our goals of attracting, retaining,
and motivating our executives; ensuring that our executives act to maximize
stockholder value; providing compensation that is intended to be fair and
competitive within our industry; and providing incentives and rewards for our
executives commensurate with their roles and based on the performance of the
Company.
This advisory resolution is non-binding on the Board. Although
non-binding, the Board will review and consider the voting results when
evaluating our executive compensation program.
Required Vote and
Recommendation
On this non-binding matter, the affirmative vote of a majority of the
shares present or represented and entitled to vote either in person or by proxy
is required to approve this Proposal 2. Broker non-votes will not be counted in
evaluating the results of the vote.
The Board recommends a vote FOR the
approval of the compensation of our named executive officers, as disclosed in
this proxy statement.
PROPOSAL 3: RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP currently serves as the Companys independent
auditors, and that firm conducted the audit of the Companys accounts for fiscal
year 2012. The Audit Committee has appointed Ernst & Young LLP to serve as
independent auditors to conduct an audit of the Companys accounts for fiscal
year 2013.
Selection of the Companys independent auditors is not required to be
submitted to a vote of the stockholders of the Company for ratification. The
Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly
responsible for the appointment, compensation and oversight of the audit work of
the independent auditors. However, the Board of Directors is submitting this
matter to the stockholders as a matter of good corporate practice.
If a quorum is present, a majority of the votes properly cast on this
matter is necessary for the matter to be approved. Votes to abstain are treated
as votes cast. Broker non-votes are not treated as votes cast. However, NYSE
Rule 452 permits banks and brokers to vote on the ratification of auditors
without instructions from their beneficial owners. If the stockholders fail to
vote in favor of the selection, the Audit Committee will reconsider whether to
retain Ernst & Young LLP and may retain that firm or another without
re-submitting the matter to the Companys stockholders. Even if stockholders
vote in favor of the appointment, on an advisory basis, the Audit Committee may,
in its discretion, direct the appointment of different independent auditors at
any time during the year if it determines that such a change would be in the
best interests of the Company and the stockholders.
Representatives of Ernst & Young LLP are expected to be present at
the Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to
appropriate questions.
The Board recommends that
stockholders vote FOR ratification of Ernst & Young LLP as independent
auditors for fiscal year 2013.
INDEPENDENT AUDITOR
FEES
Pre-Approval Policies and
Procedures
The Audit Committee has adopted policies and procedures relating to the
approval of all audit and non-audit services that are to be performed by the
Companys independent auditors. This policy generally provides that the Company
will not engage its independent auditors to render audit or non-audit services
unless the service is specifically approved in advance by the Audit Committee or
the engagement is entered into pursuant to one of the pre-approval procedures
described below. All such audit services were pre-approved by the Audit
Committee.
40
From time to
time, the Audit Committee may pre-approve specified types of services that are
expected to be provided to the Company by its independent auditors during the
next 12 months. Any such pre-approval is detailed as to the particular service
or type of services to be provided and is also generally subject to a maximum
dollar amount.
The Audit Committee has also delegated to the chairman of the Audit
Committee the authority to approve any audit or non-audit services to be
provided to the Company by its independent auditors. Any approval of services by
a member of the Audit Committee pursuant to this delegated authority is reported
on at the next meeting of the Audit Committee.
The following is a summary of the fees for professional services rendered
by Ernst & Young LLP for the fiscal years ended June 30, 2011 and June 30,
2012.
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June
30,
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2012
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2011
|
Audit
Fees
(1)
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$
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1,513,340
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$
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1,496,939
|
Audit-Related
Fees
(2)
|
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253,083
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418,051
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Tax
Fees
(3)
|
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360,947
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|
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330,493
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Total
|
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$
|
2,127,370
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$
|
2,245,483
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____________________
(1)
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Audit Fees include fees paid to Ernst & Young LLP for
professional services rendered for the audit of the Companys consolidated
financial statements (including the audit of internal control over
financial reporting) and review of the Companys consolidated quarterly
statements. These fees also include fees for services that are normally
provided in connection with the Companys statutory and regulatory
filings.
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(2)
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Audit-Related Fees consist of fees paid to Ernst & Young LLP
for assurance and related services provided in connection with the audit
of the Companys 401(k) plan financial statements and due
diligence.
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(3)
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Tax Fees are fees paid to Ernst & Young LLP for professional
services rendered for tax compliance, tax advice, and
tax planning.
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41
AUDIT COMMITTEE REPORT FOR FISCAL
YEAR 2012
The members of
the Companys Audit Committee are Richard L. Leatherwood, Warren R. Phillips,
Charles P. Revoile, and William S. Wallace.
In accordance with the Audit Committee Charter, the Audit Committee of
the Board assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Company. The Audit Committee Charter was first adopted by the
Board in June 1994 and has been reviewed annually and amended as necessary since
that date. Each member of the Audit Committee qualifies as independent in
accordance with Rule 10A-3 of the Securities and Exchange Act and the
requirements of the NYSE Listed Company Manual, Sections 303A.01, 303A.02,
303A.06, and 303A.07. In fulfilling its responsibilities as set forth in the
Audit Committee Charter, the Audit Committee has accomplished the
following:
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1.
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It has reviewed and
discussed the audited financial statements with management;
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2.
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It has discussed with
the independent auditors, Ernst & Young LLP, the matters required to
be discussed by Statement of Accounting Standards 61,
Communication with Audit Committees
, as amended, and as adopted by the Public Company
Accounting Oversight Board in Rule 3200T;
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3.
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It has received the
written disclosures and the letter from Ernst & Young LLP, pursuant to
the applicable requirements of the Public Company Accounting Oversight
Board;
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4.
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It has discussed with
Ernst & Young LLP its independence pursuant to the applicable
requirements of the Public Company Accounting Oversight Board;
and
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5.
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Based on the review
and discussions described in subparagraphs (1) through (4) above, the
Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2012 for filing with
the SEC.
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RESPECTFULLY SUBMITTED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
Richard L. Leatherwood
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Warren R. Phillips
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Charles P. Revoile
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William S.
Wallace
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SOLICITATION
The proxies
being solicited hereby are being solicited by the Board of Directors of the
Company. The cost of solicitation of proxies will be borne by the Company. The
firm of Morrow & Co., LLC, 470 West Avenue, Stamford CT 06902, has been
retained to assist in soliciting proxies at a fee not to exceed $8,500, plus
expenses. The Company may also reimburse banks, brokers, nominees, and other
fiduciaries for postage and reasonable clerical expenses incurred by them in
forwarding the proxy material to their principals. Proxies may be solicited
without extra compensation by certain officers, directors and other employees of
the Company, by telephone or telegraph, by personal contact, or by other
means.
FUTURE STOCKHOLDER
PROPOSALS
In order for a stockholder proposal to be considered for inclusion in the
Companys proxy materials for its 2013 Annual Meeting, the proposal must comply
with SEC Rule 14a-8 and any other applicable rules. Rule 14a-8 requires that any
such proposal must be received by the Secretary of the Company at its principal
executive offices at 1100 North Glebe Road, Arlington, Virginia 22201 at least
120 days prior to the anniversary date of this proxy statement, which will be
October 4, 2013. Therefore, the date by which proposals must be received under
Rule 14a-8 for consideration by the Company will be June 6, 2013.
Under our By-laws, stockholders of record who intend to submit a proposal
at the 2013 Annual Meeting, and stockholders of record who intend to submit
nominations for directors at the meeting, must provide written notice. Such
notice should be addressed to the Secretary and received at the Companys
principal executive offices no later than 150 days prior to the anniversary date
of this years annual meeting (November 15, 2012). Therefore,
42
the date by which such proposals and
nominations must be received for purposes of our By-laws will be June 18, 2013.
The written notice must satisfy certain requirements specified in the Companys
By-laws and comply with applicable laws and regulations, including SEC
regulations. A copy of the By-laws will be sent to any stockholder upon written
request to the Secretary, and the By-laws are also available for free on the
Companys website,
www.caci.com/about/corp_gov/bylaws.shtml
, and the SECs website,
www.sec.gov
.
AVAILABILITY OF FORM
10-K
The Company
will provide without charge to each person solicited by this Proxy Statement a
copy of its Annual Report on Form 10-K for the fiscal year ended June 30, 2012,
including financial statements and financial statement schedules but excluding
the exhibits to Form 10-K. The Form 10-K includes a list of the exhibits that
were filed with it, and the Company will furnish a copy of any such exhibit to
any person who requests one upon the payment of our reasonable expenses in
providing the requested exhibit. For further information, contact David L.
Dragics, Senior Vice President, Investor Relations, CACI International Inc, 1100
North Glebe Road, Arlington, Virginia 22201, telephone 703-841-7800. The
Companys Annual Report on Form 10-K and its other filings with the SEC,
including the exhibits, are also available at no cost at
http://investor.shareholder.com/caci/sec.cfm
and the SECs website,
www.sec.gov
.
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating
in the practice of householding. This means that only one copy of the Notice
of Internet Availability of Proxy Materials, proxy statement or annual report
may have been sent to multiple shareholders in a household. We will promptly
deliver a separate copy of any of these materials to a stockholder upon written
or oral request to the following address or telephone number: CACI International
Inc, 1100 North Glebe Road, Arlington, Virginia 22201, Attn: Arnold D. Morse,
Corporate Secretary, telephone 703-841-7800. To receive separate copies of the
Notice of Internet Availability of Proxy Materials, proxy statement or annual
report in the future, or if a stockholder is receiving multiple copies and would
like to receive only one copy for the household, the stockholder should contact
his or her bank, broker or other nominee record holder, or may contact the
Corporate Secretary at the above address or telephone number.
OTHER MATTERS
As of this date, the Board knows of no business which may properly come
before the meeting other than that stated in the Notice of Meeting accompanying
this Proxy Statement. Should any other business arise, proxies given in the
accompanying form will be voted in accordance with the discretion of the person
or persons named therein.
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By Order of the Board of
Directors
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Arnold D. Morse, Secretary
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Arlington, Virginia
Dated:
October 4, 2012
43
CACI INTERNATIONAL
INC
1100 N. GLEBE ROAD
ARLINGTON, VA 22201
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet
to transmit your voting instructions and for electronic delivery of information
up until 11:59 p.m. Eastern Standard Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY
MATERIALS
If you would like to reduce the
costs incurred by our company in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 p.m. Eastern
Standard Time the day before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M50224-P30404
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION
ONLY
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THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
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CACI INTERNATIONAL INC
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For
All
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Withhold
All
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For
All
Except
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The Board of
Directors recommends you vote FOR
the following:
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1.
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Election
of Directors
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o
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o
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o
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Nominees:
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01) Daniel D. Allen
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06) James L.
Pavitt
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02) James S. Gilmore III
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07) Warren R.
Phillips
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03) Gregory G. Johnson
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08) Charles P.
Revoile
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04) Richard L. Leatherwood
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09) William S.
Wallace
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05) J. Phillip London
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To withhold authority to vote for any
individual nominee(s), mark For All Except and write the number(s) of
the nominee(s) on the line below.
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The Board of
Directors recommends you vote FOR the following proposals:
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For
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Against
|
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Abstain
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2.
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Advisory approval of the Companys executive compensation.
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o
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o
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o
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3.
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To ratify the
appointment of Ernst & Young LLP as the Company's independent auditors
for fiscal year 2013.
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o
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o
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o
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Please sign exactly as your
name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership
name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K
are available at www.proxyvote.com.
CACI INTERNATIONAL INC
PROXY
FOR
NOVEMBER 15,
2012
ANNUAL MEETING OF
STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS
The undersigned hereby appoints J.P.
London and Warren R. Phillips, and each of them, as Proxies of the undersigned,
each with full power of substitution, to vote all of the shares of Common Stock
of CACI International Inc the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of CACI International
Inc to be held at the Le Meridien Arlington, 1121 19th Street North, Arlington,
VA 22209 on November 15, 2012, at 9:30 a.m. Eastern Standard Time and at any
adjournment thereof.
UNLESS OTHERWISE MARKED, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF ALL NINE NOMINEES TO THE COMPANY'S BOARD OF
DIRECTORS IN ITEM 1 AND "FOR" ITEMS 2-3 ON THE REVERSE SIDE.
Please sign exactly as your name is
shown on this proxy card. If signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If shares are owned jointly,
each owner should sign. If the signer is a corporation, the full corporate name
shall be given, and the proxy card shall be signed by a duly authorized officer. By
my signature, on the reverse side of this proxy, I acknowledge receipt of the
Notice and Proxy Statement for the Annual Meeting of Stockholders of CACI
International Inc.
Continued and to be signed on reverse
side
Grafico Azioni CACI (NYSE:CACI)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni CACI (NYSE:CACI)
Storico
Da Lug 2023 a Lug 2024