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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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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Proposed maximum
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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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Date Filed:
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October 3, 2013
Dear Fellow Stockholder:
I
cordially invite you to attend your Companys 2013 Annual Meeting of
Stockholders on November 14, 2013, at 9:30 a.m., local time. The meeting will be
held at the Hilton Arlington, 950 N. Stafford Street, Arlington, Virginia
22203.
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; amendment of the Companys 2002 Employee Stock Purchase Plan to
authorize an additional 250,000 shares for purchase; 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 14,
2013
_______________________
Notice is
hereby given that the Annual Meeting of Stockholders of CACI International Inc
(CACI or the Company) will be held on Thursday, November 14, 2013 at 9:30 a.m.,
local time, at the Hilton Arlington, 950 N. Stafford Street, Arlington, Virginia
22203 for the following purposes:
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To elect the ten 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 approve the amendment of the Companys 2002 Employee
Stock Purchase Plan to authorize an additional 250,000 shares for
purchase;
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4.
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To ratify the appointment of Ernst & Young LLP as
the Companys independent auditors for fiscal year 2014; and
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5.
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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 16, 2013 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 October 31, 2013 through November 13, 2013 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 3,
2013
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 14, 2013.
This Proxy Statement is being made available on or about October 3, 2013. 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 ten 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 2013 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 amendment of the Companys 2002 Employee Stock Purchase Plan
authorizing an additional 250,000 shares for purchase.
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
16, 2013 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 16, 2013, the Company had 23,413,361 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 3, 2013, 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.
MEETING ADMISSION
REQUIREMENTS
Attendance at the 2013 Annual Meeting of Stockholders is limited to
persons in the following classes:
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stockholders of record as of September 16,
2013,
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beneficial holders of CACI common stock held in
street name by a broker, bank, or other nominee, or
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authorized representatives of entities who are
record or beneficial holders.
To be admitted to the Annual
Meeting, you must be a member of one of the classes noted above and must
present, in addition to a valid photo identification or other satisfactory proof
of identification, the following materials:
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stockholders of record must present their proxy
card, which will serve as an admission ticket,
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beneficial holders will need sufficient proof of
ownership. A recent brokerage statement or letter from a bank or broker is an
example of proof of ownership.
Please note
that a beneficial holder who wishes to vote his/her shares of CACI common
stock held in street name in person at the meeting must obtain a written proxy
in your name from the broker, bank, or other nominee who is the record holder
of your shares
, and
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in addition to any evidence required above for
record or beneficial holders, authorized representatives must present a letter
from the entity they represent, certifying as to their status as an authorized
representative.
Representatives of CACI will be at
the entrance to the Annual Meeting, and these representatives are authorized on
the Companys behalf to determine whether the admission policies and procedures
are being followed and whether you will be granted admission to the Annual
Meeting.
Cameras, including cell phones,
so-called smart phones or other devices with photographic capabilities, and any
other video or audio recording devices, are not permitted to be used at the
Annual Meeting. Please refrain from use of cell phones at the Annual Meeting as
well.
PROPOSAL 1: ELECTION OF
DIRECTORS
In accordance with the Companys
By-laws, the Board has set at ten the number of Directors to constitute the full
Board. Ten 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.
(1)
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 ten 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.
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(1)
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Under his employment agreement,
if Mr. Asbury no longer serves as Chief Executive Officer of the Company,
terminates his employment for any reason or provides notice to the Company
regarding such a termination, he would resign from the
Board.
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2
The
Boards Corporate Governance and Nominating Committee has recommended ten
nominees for election as Directors. All ten nominees are current
Directors.
(2)
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
Michael A. Daniels
, 67.
Director of the Company since May 2013.
Mr. Daniels brings to the
Board extensive executive experience in the technology industry and experience
serving as a director of public companies, including software and technology
companies.
Mr. Daniels served as
Chairman of the Board of Mobile 365, Inc. from May 2005 to November 2006 and
served as its Chief Executive Officer from December 2005 to August 2006. Sybase
acquired Mobile 365, Inc. in November 2006 and renamed it Sybase 365, Inc. Mr.
Daniels was a director of Sybase, a publicly-traded global enterprise software
and services company, from 2007 until its acquisition by SAP in 2010. From
December 1986 to May 2004, Mr. Daniels served in a number of senior executive
positions at Science Applications International Corporation (SAIC), a
publicly-traded scientific, technical, and professional services firm, including
Sector Vice President from February 1994 to May 2004. Mr. Daniels served as
Chairman and Chief Executive Officer of Network Solutions, Inc., an internet
company, from March 1995 to June 2000 when Verisign purchased Network Solutions.
From June 2007 to July 2009, Mr. Daniels served on the Board of Directors of
Luna Innovations, a high technology manufacturer. Mr. Daniels currently serves
on the Board of Directors of Mercury Computer Systems, Inc. Mr. Daniels is the
former Chairman of the Northern Virginia Technology Council, the largest
technology council in the United States.
James S. Gilmore
III
, 63. 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 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
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(2)
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Dr. Richard L. Leatherwood, formerly a Director, retired
effective May 1, 2013. In addition, Daniel D. Allen, formerly a Director,
resigned May 17, 2013.
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U.S. Army from 1971-1974 in military
intelligence. Mr. Gilmore is also a newly appointed member of the Board of
Directors of Global Relief Technologies (GRT) of Portsmouth, New Hampshire. GRT
is a privately held company that provides technology and data capture
solutions.
William L. Jews,
61.
Director of the Company since May 2013.
Mr. Jews is a senior
business and healthcare executive with over 25 years experience leading
organizational growth, completing successful mergers and acquisitions, achieving
profit goals, and delivering superior customer service.
Mr. Jews served as President and Chief Executive Officer of
CareFirst, Inc. from January 1998 to December 2006. Previously, he served as
President and Chief Executive Officer of CareFirst of Maryland, Inc. and Group
Hospitalization and Medical Services, Inc. and served as Chief Executive Officer
of Blue Cross Blue Shield of Delaware. He was formerly President and Chief
Executive Officer of Blue Cross Blue Shield of Maryland, Inc., from April 1993
until January 1998. Mr. Jews is Chairman of The Ryland Group, Inc. and a
director of Camden Learning Corporation. From 2000 to 2005 and since 2006, Mr.
Jews has served as a director for Choice Hotels International, Inc. In the past
five years, Mr. Jews has also served as a director of MBNA Corporation, Ecolab,
Inc., and Fortress International Group, Inc.
Gregory G.
Johnson
, 67. 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
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. and Delta Dental
Plan of Maine.
James L.
Pavitt
, 67. 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 a multi-billion dollar budget for human intelligence collection
activities and operations. Mr. Pavitt, as the head of Americas Clandestine
Service, led the CIAs operational response to the attacks of September 11,
2001. His career at the CIA was multi-faceted and included creating and leading
the CIAs Counterproliferation Division, an entity created to counter the spread
of weapons of mass destruction. He managed and directed intelligence operations
against global proliferation networks. From 1990 to 1993, he served as Special
Assistant to President George H.W. Bush for International Intelligence Programs.
He is a recipient of the CIAs Distinguished Intelligence Medal for his
excellent work in these capacities. He is a two-time recipient of the CIAs
Distinguished Intelligence Medal, the CIA Directors Medal and the Donovan
Award. From 2004 to 2011, Mr. Pavitt served as a Principal of The Scowcroft
Group in Washington, D.C., an international strategic business advisory firm,
where he currently serves as a Senior Advisor. Mr. Pavitt also serves on the
advisory board of the Patriot Defense Group. He is also the President and a
Founding Partner of JLP Associates, LLC, providing strategic risk advisory
services to a variety of clients.
4
Dr.
Warren R. Phillips
, 72. 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
, 79. 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.), 66. 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.
5
Management Directors
Kenneth Asbury
,
58.
President and Chief Executive Officer; Director of the Company since
August 2013.
Based on the recommendation
of the Companys Corporate Governance and Nominating Committee, Mr. Asbury was
appointed to the Board on August 29, 2013. A proven industry leader, Mr. Asbury
has extensive experience in business development, including nearly 30 years
leading highly successful systems, solutions, and services expansion
programs
. Since February 20, 2013, Mr.
Asbury has been the President and Chief Executive Officer of CACI International
Inc. From May 2011 until February 2013, he was President and Chief Executive
Officer of ASRC Federal Holding Company. As President and Chief Executive
Officer, Mr. Asbury was responsible for setting the strategic direction of the
companys Federal enterprise and driving growth and development for all of its
subsidiaries. In 2011, the company saw an almost 100 percent increase in program
capture rate in one year. Prior to that, Mr. Asbury was employed by Lockheed
Martin for approximately 27 years where he oversaw Lockheed Martins Technical
Operations, Mission Services and Civil businesses. As President of the Civil
business, Mr. Asbury established five strategic growth campaigns focused on
emerging government priorities healthcare, energy, immigration reform,
homeland security, and financial regulatory reform. With this focus, he led the
business unit to more than $6 billion in new contract wins, and achieved $3.7
billion in sales in 2009. Mr. Asburys tenure for Mission Services also saw
increased growth. There, he delivered double-digit sales and achieved a 75
percent new business win rate. The signature new business contracts included a
$5 billion project with Special Operations Command and a $1 billion project with
NASA. Similarly, Mr. Asbury delivered mission-critical services while overseeing
Lockheeds Technical Operations business. There, he transformed a $500 million
internal business into a $1 billion external defense and intelligence operations
entity. Under his leadership, the business unit developed, fielded, and operated
a new tactical intelligence platform for the Army, the Persistent Threat
Detection System. Mr. Asbury served in the U.S. Army Security Agency as a
translator/interpreter. He is a graduate of the University of
Oklahoma.
Dr. J. P.
London
, 76. 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 multi-billion dollar international information solutions and services
company. 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. In this position, he
oversees strategic initiatives to ensure shareholder value, advance client
missions, cultivate key client relationships, and monitor major financial
transactions, including CACIs legacy mergers and acquisitions (M&A) program
that Dr. London started in 1992. Dr. Londons efforts also focus on the
evolution and transformation of defense, intelligence, information technology,
and network communications. The founder of modern-era CACI, Dr. London is
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 into the Greater Washington Business Hall of Fame in 2010. In 2011,
he was inducted into the Naval Postgraduate School Hall of Fame in Monterrey,
California. In 2012, he was the Hall of Fame Honoree of the Greater Washington
Government Contractor Awards. In 2013, he received the Nathan Hale Award from
the Reserve Officers Association of the United States, the Ellis Island Medal of
Honor from the National Ethnic Coalition of Organizations, and was the recipient
of the Admiral of Navy George Dewey Award from the Naval Order of the United
States for leadership in the Navy community. The HR Leadership Awards of Greater
Washington also presents the annual Dr. J.P. London Award for Promoting Ethical
Behavior 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 CAUSE (Comfort for Americas Uniformed Services), which serves 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 a member of the National Military Intelligence
Association and the Intelligence and National Security Alliance. Dr. London
holds a B.S. in Naval 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, conferred with distinction, from the
George Washington University. Dr. London holds the rank of Captain, U.S. Navy
(Retired), serving a combined 24 years active and reserve duty as a Naval
Aviator and Aeronautical Engineering Duty Officer.
The Board recommends that
stockholders vote FOR each of the Nominees.
6
SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS,
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the latest available information as of September
16,
2013
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.
|
|
|
Amount of Beneficial
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
Percent of
|
|
|
Beneficial Owner
|
|
|
of Common
Stock
|
|
Common
Stock
(1)
|
|
|
FMR LLC
(2)
|
|
|
3,510,089
|
|
|
|
14.99
|
%
|
|
|
|
245 Summer
Street
|
|
|
|
|
|
|
|
|
|
|
|
Boston, MA
02210
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
(3)
|
|
|
2,344,911
|
|
|
|
10.02
|
%
|
|
|
|
40 East 52
nd
Street
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY
10022
|
|
|
|
|
|
|
|
|
|
|
|
Blue Harbour Group, LP
(4)
|
|
|
2,257,491
|
|
|
|
9.64
|
%
|
|
|
|
646 Steamboat
Road
|
|
|
|
|
|
|
|
|
|
|
|
Greenwich, CT
06830
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional Fund
Advisors LP
(5)
|
|
|
1,898,216
|
|
|
|
8.11
|
%
|
|
|
|
Palisades West,
Building One
|
|
|
|
|
|
|
|
|
|
|
|
6300 Bee Cave
Road
|
|
|
|
|
|
|
|
|
|
|
|
Austin, TX
78746
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
(6)
|
|
|
1,712,704
|
|
|
|
7.32
|
%
|
|
|
|
100 Vanguard
Blvd.
|
|
|
|
|
|
|
|
|
|
|
|
Malvern, PA
19355
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
Based on 23,413,361 shares of
common stock outstanding as of the September 16, 2013 record
date.
|
|
(2)
|
|
This information is based solely
on a Schedule 13G filed by FMR LLC on May 10, 2013. According to that
Schedule 13G, FMR LLC and Edward C. Johnson 3d each are the beneficial
owners of 3,510,089 shares of our common stock and both have sole power to
dispose of all such shares and the sole power to vote 132,300 of the
shares. FMR LLCs and Edward C. Johnson 3ds beneficial ownership includes
3,368,694 shares of common stock beneficially owned by Fidelity Management
& Research Company, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under the Investment Advisers Act of 1940
(the Investment Advisers Act), 132,246 shares of common stock
beneficially owned by Pyramis Global Advisors, LLC, an indirect
wholly-owned subsidiary of FMR LLC and an investment adviser registered
under the Investment Advisers Act, and 9,149 shares of common stock held
by Pyramis Global Advisers Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the
Exchange Act.
|
|
(3)
|
|
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 August 9, 2013 on behalf
of itself and certain entities under its control. The report states that
BlackRock holds 2,344,911 shares with sole voting and sole dispositive
power over all 2,344,911 shares.
|
|
(4)
|
|
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/A filed with the SEC by Blue Harbour Group,
LP et al. on May 7, 2013. The report states that Blue Harbour Group, LP et
al. beneficially owns an aggregate of 2,257,491 shares. The report further
states that the 2,257,491 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.
|
|
(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 11, 2013 on behalf of itself and certain entities under its
control. The report states that Dimensional holds 1,898,216 shares with
sole voting power over 1,868,209 shares and sole dispositive power over
all 1,898,216 shares.
|
|
(6)
|
|
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 11, 2013 on
behalf of itself and certain entities under its control. The report states
that Vanguard holds 1,712,704 shares with sole dispositive power over
1,678,718 shares and sole voting power over 35,186
shares.
|
7
The
following table provides information as of September 16, 2013 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
|
|
|
121,588
|
|
|
|
|
*
|
|
|
|
|
Chairman of the
Board, Executive Chairman,
|
|
|
|
|
|
|
|
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Asbury
|
|
|
|
|
|
|
|
*
|
|
|
|
|
President, Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
|
3,541
|
|
|
|
|
*
|
|
|
|
|
Chief Operating
Officer, President, U.S. Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
CACI,
INC.-FEDERAL
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A.
Mutryn
|
|
|
71,347
|
(4)
|
|
|
|
*
|
|
|
|
|
Executive Vice
President,
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial
Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Bradford
|
|
|
53,720
|
(5)
|
|
|
|
*
|
|
|
|
|
Chief Executive,
CACI Limited,
|
|
|
|
|
|
|
|
|
|
|
|
|
President, U.K.
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A.
Daniels
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
James S. Gilmore III
|
|
|
7,688
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
William L.
Jews
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory G. Johnson
|
|
|
3,778
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
James L.
Pavitt
|
|
|
7,737
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
Warren R. Phillips
|
|
|
7,053
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles P.
Revoile
|
|
|
29,210
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
William S. Wallace
|
|
|
6,055
|
(6)
|
|
|
|
*
|
|
|
|
|
Director and
Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
All Current Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
and Directors as a
Group (13 in number)
|
|
|
311,717
|
|
|
|
|
1.33
|
%
|
|
|
____________________
(1)
|
|
All stock settled stock
appreciation rights (SSARs) and stock options exercisable as of September
16, 2013 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 16, 2013 or within 60 days after that date are
treated as vested for the underlying shares of common stock.
|
|
(2)
|
|
Based on 23,413,361 shares of
common stock outstanding as of the September 16, 2013 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 24,350 shares obtainable
upon exercise of SSARs/options exercisable within 60 days of September 16,
2013.
|
|
(5)
|
|
Includes 5,800 shares obtainable
upon exercise of SSARs/options exercisable within 60 days of September 16,
2013 and 11,915 shares obtainable upon vesting of RSUs within 60 days of
September 16, 2013.
|
|
(6)
|
|
Includes 497 shares obtainable
upon exercise of vesting of RSUs within 60 days of September 16,
2013.
|
8
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, 2013, 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 Director Johnson following his sale on
August 22, 2012 of 450 shares of CACI common stock. The Form 4 was filed on
August 27, 2012.
Equity Compensation Plan
Information
The following table provides additional information as of June 30, 2013
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)
|
|
|
1,347,724
|
(2)
|
|
|
$48.62
|
(3)
|
|
|
4,020,811
|
(4)
|
|
Equity Compensation Plans Not
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by Stockholders
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
|
1,347,724
|
|
|
|
$48.62
|
|
|
|
4,020,811
|
|
____________________
(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, 2013 is as follows: 2006 Plan, 1,318,296; the DSPP, 137; and the MSPP,
29,291.
|
|
(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, 2013. 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, 2013 is as follows: 2006 Plan, 3,543,833; the DSPP, 69,767; the MSPP,
345,444; and the ESPP, 61,767.
|
9
EXECUTIVE OFFICERS
As of October
1, 2013, the Executive Officers of the Company were J.P. London, Chairman of the
Board and Executive Chairman, Kenneth Asbury, 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, 51
|
|
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,
59
|
|
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,
64
|
|
Chief Executive, CACI
Limited, and President,
U.K. Operations
|
|
Chief Executive, CACI Limited,
2000 to present; 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
Our Executive Compensation
Philosophy and Objectives
The Compensation Committee of the Board of Directors (the Committee)
believes the Companys executive compensation program should incent and reward
behaviors that build a foundation for the long-term performance and success of
the Company while also supporting the achievement of short-term objectives.
Consistent with this philosophy, the following key objectives provide a
framework for the Companys fiscal year 2013 executive compensation
program:
-
attract, retain, and motivate highly talented
individuals at all levels of the organization;
-
ensure senior officers act on behalf of
stockholders 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 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.
10
Executive Compensation Corporate
Governance Framework
To accomplish
these objectives, the Companys executive compensation programs are generally
based on the following guiding principles:
-
compensation for senior officers is reviewed
annually based on performance, responsibilities, and changes
in the competitive market;
-
total cash compensation for each of the named
executive officers (NEOs) is primarily contingent upon
performance (i.e., is at risk);
-
quarterly and annual bonuses are formula-based,
utilize multiple metrics, and are linked to performance
against stated objectives;
-
equity-based compensation provides long-term
incentives to maximize stockholder 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;
-
the Company maintains a clawback
policy;
-
our long-term equity plan prohibits repricing
without stockholder approval;
-
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.
The Committee believes that the Companys executive compensation
policies, plans and programs advance these objectives and adhere to the
necessary standards of corporate governance. Specifically, the Committee
believes that the design of the Companys executive compensation program
balances fixed and variable compensation, drives both corporate and individual
performance, aligns the Companys short and long-term strategic priorities
through quarterly, annual and long-term incentive programs, and supports
stockholder value creation through the use of payout modifiers which limit the
percentage of our equity awards which may be granted based on threshold
performance goals.
The material elements of the fiscal 2013 executive compensation program,
as described in more detail below, included base salary, short-term cash
incentives, long-term equity incentives, deferred compensation for retirement
planning, and limited other perquisites and benefits consistent with competitive
market practices.
2012 Say on Pay Vote
At the Companys last Annual Meeting of Stockholders on November 15,
2012, we provided our stockholders with the opportunity to vote to approve, on a
nonbinding advisory basis, the Companys executive compensation program (the
Say on Pay proposal). Our stockholders overwhelmingly approved the Say on Pay
proposal as demonstrated by 96% of the votes cast in favor of the Companys
executive compensation program. As the Committee evaluated the Companys
executive compensation program for fiscal year 2013, the Committee was mindful
of the strong level of approval by our stockholders for the Companys pay for
performance compensation philosophy and, as a result, did not make material
changes to the overall approach to executive compensation.
ESTABLISHING AND EVALUATING
EXECUTIVE COMPENSATION
Overview
This Compensation Discussion and Analysis describes the manner in which
executive compensation decisions are made, the elements of our compensation
program, and the compensation of each of our NEOs. The information provided in
this Compensation Discussion and Analysis should be read together with the
information presented in the Executive Compensation section of this Proxy
Statement. For fiscal year 2013, the NEOs consisted of our Chief
11
Executive Officer, Chief Financial
Officer, our three other most highly compensated executive officers serving as
executive officers at the end of fiscal year 2013, and one other executive
officer who served as Chief Executive Officer during a portion of such year, as
follows:
Executive Officer
|
|
|
Title
|
J.P. London
|
|
Chairman of the Board
and Executive Chairman
|
Kenneth
Asbury
(1)
|
|
President and Chief Executive
Officer
|
John S. Mengucci
|
|
Chief Operating
Officer and President, U.S. Operations
|
Thomas A.
Mutryn
|
|
Executive Vice President, Chief
Financial Officer and Treasurer
|
Gregory R. Bradford
|
|
Chief Executive, CACI
Limited, and President, U.K. Operations
|
Daniel D.
Allen
(2)
|
|
President and Chief Executive
Officer
|
____________________
(1)
|
|
Kenneth Asbury was appointed as President and Chief Executive
Officer on February 20, 2013.
|
|
(2)
|
|
Daniel D. Allen departed as President and Chief Executive Officer,
effective February 19, 2013.
|
Governance of Compensation
Programs
Role of the Compensation
Committee
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 stockholder approved plans. Refer to the Corporate
Governance section of this Proxy Statement for additional information on the
Committees responsibilities.
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 has considered whether the work
performed by Frederic W. Cook for or at the direction of the Committee raises
any conflict of interest, taking into account the factors listed in Securities
Exchange Act Rule 10C-1(b)(4), and has concluded that such work does not create
any conflict of interest. The Committee reviews its consultants performance
annually and determines whether to renew their agreement with the consultant. In
fiscal year 2013, the Committee renewed Frederic W. Cooks contract for
services.
During fiscal year 2013, Frederic W. Cook was responsible for providing
information on new laws and regulations pertaining to the Committee, general
industry compensation practices for consideration by the Committee, and
recommendations for director compensation and compensation for management
positions under the Committees purview, and for performing independent
assessments of management recommendations brought before the Committee. Frederic
W. Cook participated in all meetings of the Committee during the fiscal
year.
Setting Compensation Market
Comparisons
The Committee utilizes market data to assess the overall competitiveness
and reasonableness of the Companys executive compensation practices. Market pay
practices are based on peer group proxy data and compensation survey
data.
In addition, 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.
Importantly, the goal of obtaining benchmark data is to provide the Committee
with a general test for executive talent in the marketplace. The Committee uses
this information along with numerous other factors (including the
12
executives tenure, individual and
Company performance, expected future contributions to the Company, historical
compensation levels, etc.) in arriving at what is appropriate compensation for a
particular executive. Benchmarking studies for compensation effective in fiscal
year 2013 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 and other work provided by Frederic W. Cook and Towers Watson 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.
For fiscal year 2013, 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 2013, one company was removed (SRA
International, Inc.) due to no longer being publicly traded.
THE CACI EXECUTIVE COMPENSATION
PROGRAM
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, support the
Companys compensation philosophy.
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. Base salaries are intended to compensate the
executive for the basic market value of the position and the day-to-day
performance of the executive officer relative to his or her duties and
responsibilities.
For fiscal year 2013, the Committees philosophy in setting base salaries
was to provide the average raise amount used across CACI (3.5%) as a basis for
those who remained in their same position, unless the base salary was far above
or below the comparables.
13
Based on the
data provided by the compensation consultants, the Committee determined that the
salaries for Dr. London, Mr. Mutryn, and Mr. Bradford were positioned near the
competitive median, and that the standard Company increases were appropriate
given our pay philosophy and executive performance.
In connection with his promotion to Chief Operating Officer and
President, U.S. Operations, Mr. Menguccis base salary for fiscal year 2013 was
determined by reviewing the comparables for his position and the salaries for
the former two Presidents of U.S. Operations, Messrs. Allen and William M.
Fairl.
In connection with Mr. Allens promotion to President and CEO (prior to
the appointment of Mr. Asbury as President and CEO), his base salary at the
beginning of fiscal year 2013 was determined by reviewing the comparables for
his position and the salary for the former President and CEO Mr. Cofoni. At a
subsequent meeting during fiscal year 2013, the Committee re-examined the
established compensation for Mr. Allen and provided an additional increase to
bring it more in line with the comparables; this additional change became
effective January 1, 2013.
Mr. Asburys base salary was set as part of his hiring in February 2013.
At the time the offer of employment was made to Mr. Asbury, the salary offered
was evaluated against the competitive market for his offered position, the
salaries of former President and CEOs Messrs. Allen and Cofoni, and the size of
the overall financial package offered to Mr. Asbury to join the
Company.
The following table summarizes the changes to base salary that were made
during fiscal year 2013:
|
|
Base Salary Change:
|
|
Additional
Changes
|
Executive Officer
|
|
|
effective
7/1/2012
|
|
Made During FY13
|
J.P. London
|
|
|
3.5%
|
|
|
N/A
|
Kenneth
Asbury
|
|
|
N/A
|
|
|
N/A
|
John S. Mengucci
|
|
|
6.6%
|
|
|
N/A
|
Thomas A.
Mutryn
|
|
|
3.5%
|
|
|
N/A
|
Gregory R. Bradford
|
|
|
3.5%
|
|
|
N/A
|
Daniel D.
Allen
|
|
|
46.2%
|
|
|
6.7%
|
Short-Term Incentive
Compensation
Our short-term Incentive Compensation Plan is a cash bonus plan that is
designed to motivate and reward executive officers for achieving short-term
performance objectives. Under this plan, participants are eligible to receive
quarterly and annual payments. Each of the quarterly and annual components are
based on various financial metrics in order to support the Companys
pay-for-performance philosophy, by tying 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 strategic plan and be challenging to
achieve. 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 goal for corporate net after tax profit (NATP), which is the
primary metric reviewed by the Committee in this regard, for the last five
fiscal years:
Fiscal Year
|
|
NATP Performance
Above/(Below) Target
|
2009
|
|
2.2
|
%
|
2010
|
|
5.4
|
%
|
2011
|
|
14.1
|
%
|
2012
|
|
8.9
|
%
|
2013
|
|
(7.3
|
%)
|
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
14
(i.e. between Cut and Target and
between Target and Stretch) on a straight-line basis. Above Stretch levels,
bonus payouts are calculated as a percentage of the NEOs respective metric
performance. Bonuses are paid above Stretch levels and are not capped, in order
to continue to incent performance above the Stretch NATP.
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 2013, Cut metrics were set 5.0% below Target metrics,
and Stretch metrics were set 4.0% above Target metrics. The Committee believed
that these ranges provided a challenging upper range and a reasonable lower
threshold.
The table below shows the fiscal year 2013 executive officer performance
metrics and target bonus levels that were approved by the Committee. Based on
the data provided by the compensation consultants, the Committee determined that
the total cash compensation for Dr. London, Mr. Mutryn, and Mr. Bradford was in
line with the competitive market and did not warrant adjustment from fiscal year
2012 levels. For Dr. London, the Committee also approved a one-time $200,000
special incentive due to the additional duties required to support the
transition to the new President and CEO; this additional incentive was payable
quarterly, subject to the Chairman of the Committees assessment of his
performance.
Mr. Menguccis target bonus level for fiscal year 2013 was determined by
reviewing the comparables for his position and the total cash compensation for
the former two Presidents of U.S. Operations Messrs. Allen and Fairl.
Mr. Allens target bonus level at the beginning of fiscal year 2013 was
determined by reviewing the comparables for his position and the total cash
compensation for the former President and CEO Mr. Cofoni. At a subsequent
meeting during fiscal year 2013, the Committee re-examined the established
target bonus level for Mr. Allen and provided an additional increase to bring
his target cash compensation more in line with the competitive market; this
additional change became effective January 1, 2013.
Mr. Asburys target bonus level was set as part of his hiring in February
2013. At the time the offer of employment was made to Mr. Asbury, the target
bonus level offered was evaluated against the competitive market for his offered
position, the target bonus levels of former President and CEOs Messrs. Allen and
Cofoni, and the size of the overall financial package offered to Mr. Asbury to
join the Company. Mr. Asburys target bonus was prorated due to his mid-year
employment. As part of the negotiations associated with his hiring, the
Committee decided to guarantee his fiscal year 2013 bonus payments at the
minimum prorated level.
15
|
Annual
|
|
|
|
Target
|
|
|
Executive
Officer
|
|
Bonus
|
|
Annual Metrics for
FY13
|
J.P.
London
Chairman of the Board
and
Executive Chairman
|
$
|
700,000
|
(1)
|
|
CACI net after tax
profitability (36%), CACI revenue (18%), CACI firm awards (18%),
special transition incentive (29%)
|
Kenneth Asbury
President
and
Chief Executive
Officer
|
$
|
1,000,000
|
(2)
|
|
CACI net after tax
profitability (50%), CACI revenue (25%), CACI firm awards
(25%)
|
John S. Mengucci
Chief Operating Officer
and
President, U.S.
Operations
|
$
|
691,000
|
|
|
CACI net after tax
profitability (50%), CACI revenue (25%), CACI firm awards
(25%)
|
Thomas A. Mutryn
Executive
Vice President,
Chief Financial
Officer and Treasurer
|
$
|
405,000
|
|
|
CACI net after tax profitability (50%), CACI
revenue (25%), CACI firm awards (25%)
|
Gregory R.
Bradford
Chief Executive, CACI
Limited, and
President, U.K.
Operations
|
$
|
392,600
|
|
|
CACI Limited net after
tax profitability (75%), CACI Limited revenue (25%)
|
Daniel D.
Allen
President and Chief
Executive
|
$
|
1,000,000
|
|
|
CACI net after tax profitability (50%), CACI
revenue (25%), CACI firm awards (25%)
|
Officer (effective
7/1/2012)
|
|
|
|
|
|
(effective 1/1/2013)
|
$
|
1,400,000
|
|
|
CACI net after tax profitability (50%), CACI
revenue (25%), CACI firm awards
(25%)
|
____________________
(1)
|
|
$200,000 of this target bonus was a special incentive
due to the additional duties required to support the transition to the new
President and CEO.
|
|
(2)
|
|
Mr. Asburys bonus for fiscal year 2013 was prorated to
$400,000 due to his mid-year employment. As part of the negotiations
associated with his hiring, the Committee also decided to guarantee his
fiscal year 2013 bonus payments at the minimum prorated
level.
|
In fiscal year
2013, 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 annually 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. Based on this review,
for fiscal year 2013 the Committee decided to keep revenue as a metric in order
to maintain focus on it, and replace operating margin with firm awards. The new
firm awards metric, which measures the total dollar value of priced line items
contained in a contract (for example, the committed value of new business wins),
was added because the Committee determined that focus was needed on winning
business in what was considered to be an especially challenging industry
environment due to federal government budget pressures and the threat of
sequestration. For Mr. Bradford, revenue was added as a metric to be in line
with the Companys fiscal year 2013 incentive goals, but firm awards was not
added as it was determined that the metric did not have relevance due to the
differences in the CACI Limited business compared to that of the rest of the
Company.
The NATP metric that the Company uses for determining payments under the
incentive compensation plan has generally been the same as its audited net
income. The Committee has the ability to make adjustments for extraordinary
items but did not exercise this authority during fiscal year 2013.
Incentive compensation is measured and paid out on a quarterly and annual
basis. Sixty percent of the overall target 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 2013, 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.
16
Performance
relative to the metrics used by executive officers is delineated below on both a
quarterly basis and for fiscal year 2013. For Dr. Londons special incentive,
the Chairman of the Committee assessed his performance at the end of each
quarter.
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Annual
|
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
|
Target
|
|
Actual
|
|
Result
|
CACI NATP
|
|
$36,100K
|
|
$35,708K
|
|
Between Cut
|
|
$39,000K
|
|
$39,676K
|
|
Between
|
|
$40,700K
|
|
$38,400K
|
|
Below Cut
|
|
$56,400K
|
|
$39,265K
|
|
Below Cut
|
|
$163,600K
|
|
$151,689K
|
|
Below Cut
|
|
|
|
|
|
|
and Target
|
|
|
|
|
|
Target
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CACI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$947M
|
|
$931M
|
|
Between
Cut
|
|
$973M
|
|
$932M
|
|
Between
Cut
|
|
$1,026M
|
|
$907M
|
|
Below Cut
|
|
$1,067M
|
|
$912M
|
|
Below Cut
|
|
$3,899M
|
|
$3,657M
|
|
Below Cut
|
|
|
|
|
|
|
and Target
|
|
|
|
|
|
and Target
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CACI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Firm Awards
|
|
$1,052M
|
|
$1,856M
|
|
Above
|
|
$1,241M
|
|
$572M
|
|
Below Cut
|
|
$864M
|
|
$623M
|
|
Below Cut
|
|
$708M
|
|
$606M
|
|
Below Cut
|
|
$3,865M
|
|
$3,657M
|
|
Below Cut
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK NATP
|
|
$1,720K
|
|
$2,202K
|
|
Above
|
|
$2,125K
|
|
$2,639K
|
|
Above
|
|
$2,004K
|
|
$2,174K
|
|
Above
|
|
$2,200K
|
|
$2,806K
|
|
Above
|
|
$8,700K
|
|
$9,948K
|
|
Above
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Threshold
|
UK Revenue
|
|
$29.0M
|
|
$33.0M
|
|
Above
|
|
$32.5M
|
|
$34.3M
|
|
Between
|
|
$31.5M
|
|
$34.2M
|
|
Above
|
|
$33.0M
|
|
$33.1M
|
|
At Target
|
|
$125.0M
|
|
$134.5M
|
|
Between
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Target and
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Target and
|
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
Threshold
|
|
|
|
|
|
|
|
|
|
|
|
Stretch
|
|
|
|
|
|
|
|
|
|
|
|
|
Thresholds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thresholds
|
Dr. London
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
N/A
|
|
N/A
|
|
Achieved
|
|
N/A
|
|
N/A
|
|
Achieved
|
|
N/A
|
|
N/A
|
|
Achieved
|
|
N/A
|
|
N/A
|
|
Achieved
|
|
N/A
|
|
N/A
|
|
N/A - Not
|
|
|
|
|
|
|
Performance
|
|
|
|
|
|
Performance
|
|
|
|
|
|
Performance
|
|
|
|
|
|
Performance
|
|
|
|
|
|
Used
|
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 2013, neither the CEO nor the Committee
executed this authority for the NEOs.
Long-Term Incentive
Compensation
Long-term equity incentive awards are granted under the 2006 Stock
Incentive Plan, which 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;
-
increasing cross-functional executive focus on key
performance goals in future years; and
-
enabling the Company to attract, retain and reward
key executives through multi-year vesting provisions.
The Committee has sole discretion in selecting participants for long-term
incentive grants and the Committee approves all equity grants made to our senior
executives. When making regular annual equity grants, the Committees policy is
to approve them during the first quarter of each year as part of the annual
compensation review. The grant date of the regular annual equity grants is the
date upon which the award is approved by the Committee. For fiscal year 2013,
the Committee approved annual grants on September 14, 2012, and grants were made
on that date. For the grant to Mr. Asbury, the Committee approved the grant on
February 10, 2013 with the effective date being his first day of
employment.
In fiscal year 2013, executive officers of CACI, with the exception of
Mr. Asbury as described below, received grants of performance-based restricted
stock units (RSUs). Performance-based RSUs, which the Company has issued since
fiscal year 2009, have value to an award recipient only if certain performance
goals are achieved. As such, they provide incentive to achieve Company goals and
stock price growth as a result. RSUs are also an important retention
tool.
17
Performance-based RSUs issued in fiscal year 2013 had the following
conditions:
-
Performance is based first upon a minimum CACI
NATP performance threshold. If the NATP threshold
is not met, no RSUs result from the grant.
-
If the NATP threshold 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.
-
If the NATP condition is met and RSUs are eligible
to be earned as described above, then generally fifty
percent of such RSUs may become earned and vested on the third
anniversary of the grant date and
the remaining
fifty percent may become earned and vested on the fourth anniversary of the
grant date,
provided that the recipient remains
in the continuous full-time employment of the Company through each
payment date.
-
Stock grantees over age 62 as of July 1, 2008
(grandfathered employees) who retire at or above age
65 vest in all RSUs upon retirement unless the RSUs are still in their
measurement period, in which
case they are
forfeited upon retirement. Non-grandfathered executives who retire at age 62
or older vest
in a prorated portion of the RSUs
based upon their number of months of service after the grant date
divided by the full vesting timeframe; the number of RSUs
received are still subject to the results of the
performance conditions. 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 fiscal year 2013 NATP of $151.7 million was below in the NATP
threshold amount of $153.8 million and, accordingly, no RSUs resulted from the
grant.
The Committee used market data provided by its compensation consultants
in order to set equity levels in line with the competitive market. Based on this
review, for Dr. London, Mr. Mutryn, and Mr. Bradford, the Committee determined
that no changes were necessary to the prior year levels. The equity grants for
Messrs. Mengucci and Allen were determined by reviewing market data, including
comparables for their positions and the fiscal year 2012 equity values provided
to their predecessors (Mr. Allen and Mr. Cofoni, respectively).
Mr. Asbury received a stock grant upon his hiring in February 2013 in the
form of time-based RSUs. The grant vests in three equal annual increments
beginning on the third anniversary of his employment. The size of the grant was
determined by the Committee to be the level required to attract Mr. Asbury to
join the Company, and the vesting schedule was established to provide a
retention incentive. Mr. Asbury is not eligible to receive any additional grants
during calendar year 2013.
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 providing
executives with incentives to improve stockholder value and to contribute to the
growth and financial success of the Company, and enabling executives to meet
their mandated stock ownership requirements. 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 allowing the voluntary deferral of up to 100% of the annual portion of their
bonuses into RSUs. 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 Internal Revenue Code (IRC) section 162(m)). During fiscal year 2013, 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.
Severance and Change-in-Control
Benefits
The Company maintains severance agreements with all NEOs for the purpose
of providing those executives with a degree of security and to mitigate concern
that they might have regarding their continued employment prior to or following
a change in control, thereby allowing the executive to focus his or her
undivided attention to serving the interests of the Company and our
stockholders. The Company believes that appropriate severance arrangements are
necessary in order to attract and retain these key executives and are an
important part of a competitive overall compensation program for the
NEOs.
In the event of a change in control, the severance benefits are generally
payable only upon a double trigger, meaning that severance benefits are
triggered when an eligible executive is involuntarily terminated without cause
by the Company or resigns for good reason within one year following a change
in control. This double trigger provision was implemented to be consistent
with good market practices. We believe this program encourages retention in the
face of an actual or potential change in control and aligns executive and
stockholder interests. Furthermore, the program allows top executives to review
corporate transactions that are in the best interests of our stockholders
without concern over whether the transactions may adversely impact the
executives employment.
All stock granted during fiscal year 2013 also 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.
Calculations for various termination scenarios are included in the
Potential Payments on Termination or Change in Control section of this Proxy
Statement.
Retirement
Plans
The Company offers a non-qualified deferred compensation plan in order to
encourage employees to save for their retirement. Eligible employees, which
include all NEOs, may elect to contribute up to 50% of their U.S. base salary
and 100% of their U.S. 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 2013. As Mr. Bradford currently has no U.S. wages or
bonuses, he receives cash in lieu of a contribution.
The CACI International Inc Supplemental Executive Retirement Plan (SERP)
was only provided to two executives during fiscal year 2013: former President
and CEOs Mr. Cofoni and Mr. Allen. This benefit, which is unfunded, 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. Cofonis SERP
provides an annual payment of $58,011 each year until the later of his death or
his spouses death. 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. Mr. Cofoni began to receive benefits from his SERP the first day of the
seventh month following his separation from service in December 2012. Mr.
Allens SERP provides an annual payment of $88,000 each year until the later of
his death or his spouses death, with payments to commence January 1, 2020. 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 2014. The
Company provides no other executive a SERP and does not anticipate doing so in
the future.
19
Benefits and Executive
Perquisites
All NEOs are
entitled to receive a Company-provided automobile or an allowance to obtain an
automobile. The President and Chief Executive Officer, Executive Chairman, Chief
Operating Officer and President, U.S. Operations, and the Chief Financial
Officer are also eligible for annual financial planning services. These items
are fully taxable as ordinary income; no tax gross-up is provided.
In addition, 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. This allowance can be used for
business or personal expenses. All personal benefit received from this allowance
is fully taxable as ordinary income; no tax gross-up is provided.
Furthermore, Dr. London has a medical agreement that provides lifetime
participation in the Companys executive medical plan for him and his spouse to
the extent permitted by law, with such participation on the same basis that
existed just prior to any merger, consolidation, or change in control of the
Company.
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 employees
based on the amount of each employees contributions to the 401(k) plan, and
executives receive the same benefit.
All amounts related to perquisites for NEOs are disclosed in column (i)
of the Summary Compensation Table, along with details on their
valuations.
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 stockholders. 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 one-half 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).
Stockholdings are measured annually as of July 1st to determine
compliance with the requirements which are 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.
The penalty for non-compliance is that the senior officer is required to
participate in the MSPP with 100% of the annual portion of his/her annual bonus
going toward the purchase of RSUs until such time as he/she meets the required
holding level.
All NEOs met their required stockholding requirement as of July 1,
2013.
Clawback
Policy
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 2013.
20
By way of
comparison, 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). The Securities and Exchange
Commission enforces Section 304; there is no private right of action.
The Committee is monitoring this policy to ensure that it is consistent
with applicable laws, including any requirements under the Dodd-Frank Wall
Street Reform and Consumer Protection Act.
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 continue to meet such requirements.
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 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.
In determining equity-based compensation, the Committee considers the
potential expense of those programs under Accounting Standards Codification 718,
Compensation Stock
Compensation
(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
meetings of the Committee during the fiscal year and performing an annual
assessment of the Companys overall 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
compensation programs are appropriately structured to support a low risk
profile, and do not encourage inappropriate or excessive risk-taking.
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 Short-Term Incentive Compensation Plan and the
Long-Term Incentive Compensation
Plan, which in
combination serve to balance short-term and long-term performance
requirements, and
enhance stockholder
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;
21
-
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
-
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 stockholders
for the following reasons:
-
review of market data 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
deferred compensation plans.
COMPENSATION COMMITTEE
REPORT
The Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis for the fiscal year ended June 30, 2013.
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, 2013 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
Michael A. Daniels
|
|
James S. Gilmore III
|
Gregory G. Johnson
|
|
James L. Pavitt
|
Charles P.
Revoile
|
22
EXECUTIVE COMPENSATION
The following table summarizes the
compensation of the NEOs for the fiscal years 2013, 2012 and 2011. 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-Equity
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/
|
|
Incentive
|
|
Deferred
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
Stock
|
|
SSAR
|
|
Plan
|
|
Compensation
|
|
All Other
|
|
|
Principal Position
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
(during FY13)
(1)
|
|
Year
|
|
($)
(2)
|
|
($)
(3)
|
|
($)
(4)
|
|
($)
(5)
|
|
($)
(6)
|
|
($)
(7)
|
|
($)
(8)
|
|
($)
|
J.P. London
|
|
2013
|
|
576,495
|
|
200,000
|
|
779,869
|
|
|
|
|
88,700
|
|
|
|
|
|
|
304,449
|
(9)
|
|
1,949,513
|
Chairman of the Board
|
|
2012
|
|
557,000
|
|
|
|
748,800
|
|
|
|
|
896,964
|
|
|
|
|
|
|
221,998
|
|
|
2,424,762
|
and
Executive Chairman
|
|
2011
|
|
540,085
|
|
|
|
719,946
|
|
|
|
|
1,086,905
|
|
|
|
|
|
|
211,252
|
|
|
2,558,188
|
|
Kenneth Asbury
|
|
2013
|
|
275,503
|
|
400,000
|
|
15,870,000
|
|
|
|
|
|
|
|
|
|
|
|
2,813
|
(10)
|
|
16,548,316
|
President and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
2013
|
|
533,000
|
|
|
|
1,039,143
|
|
|
|
|
122,498
|
|
|
|
|
|
|
26,794
|
(11)
|
|
1,721,435
|
Chief
Operating Officer
|
|
2012
|
|
173,438
|
|
|
|
2,000,016
|
|
|
|
|
495,893
|
|
|
|
|
|
|
4,711
|
|
|
2,674,058
|
U.S.
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Mutryn
|
|
2013
|
|
460,782
|
|
|
|
1,099,868
|
|
|
|
|
71,975
|
|
|
|
|
|
|
113,137
|
(12)
|
|
1,745,762
|
Executive Vice President,
|
|
2012
|
|
445,200
|
|
|
|
1,056,154
|
|
|
|
|
755,012
|
|
|
|
|
|
|
108,212
|
|
|
2,364,578
|
Chief
Financial Officer
|
|
2011
|
|
420,000
|
|
|
|
1,099,918
|
|
|
|
|
949,156
|
|
|
|
|
|
|
115,286
|
|
|
2,584,360
|
and
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Bradford
|
|
2013
|
|
340,605
|
|
|
|
435,307
|
|
|
|
|
892,840
|
|
|
|
|
|
|
180,098
|
(13)
|
|
1,848,850
|
Chief
Executive, CACI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited, President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K.
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel D. Allen
|
|
2013
|
|
555,000
|
|
|
|
2,199,735
|
|
|
|
|
177,576
|
|
|
|
923,999
|
|
|
1,831,718
|
(14)
|
|
5,688,028
|
Former
President and
|
|
2012
|
|
481,500
|
|
|
|
878,285
|
|
|
|
|
1,034,882
|
|
|
|
176,545
|
|
|
70,445
|
|
|
2,641,657
|
Chief
Executive Officer
|
|
2011
|
|
118,040
|
|
|
|
3,000,022
|
|
|
|
|
380,210
|
|
|
|
|
|
|
|
|
|
3,498,272
|
____________________
(1)
|
|
2012 and 2011
compensation information is not provided for Mr. Asbury because he was not
a CACI employee and thus not a NEO in fiscal years 2012 or 2011. 2011
compensation information is not provided for Mr. Mengucci because he was
not a CACI employee and thus not a NEO in fiscal year 2011. 2012 and 2011
compensation information is not provided for Mr. Bradford because he was
not a NEO in fiscal years 2012 or 2011. Mr. Bradfords compensation is
paid in Pounds Sterling. The conversion to U.S. dollars is based on the
average exchange rate in the month earned.
|
|
(2)
|
|
Amounts reported in
the Salary column represent base salary earned in fiscal years 2013, 2012,
or 2011.
|
|
(3)
|
|
The Company made a
$200,000 special CEO transition bonus payment to Dr. London and a $400,000
guaranteed bonus payment, his fiscal year 2013 prorated Target level, to
Mr. Asbury for fiscal year 2013. The Company did not make any other
non-performance based bonus payments to any other NEOs in fiscal years
2013, 2012, or 2011.
|
|
(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, 2013, included in the
Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on August 27, 2013. RSUs awarded to all NEOs other
than Mr. Asbury during fiscal year 2013, to Dr. London and Mr. Mutryn
during fiscal years 2012 and 2011 and to 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
|
23
|
|
Carlo
simulation method. Based on the Companys performance during the year
ended June 30, 2013, no awards for that fiscal year were earned. 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 84.0% 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. The
grant date fair value of awards to Mr. Asbury in fiscal year 2013, Mr.
Mengucci in fiscal year 2012, and Mr. Allen in fiscal year 2011 were based
on the Companys closing stock price on the date of the grant, as these
awards were not subject to performance conditions.
|
|
(5)
|
|
The Company
did not make any stock option or SSAR awards to any NEOs in fiscal years
2013, 2012, or 2011.
|
|
(6)
|
|
Amounts
reported in the Non-Equity Incentive Plan Compensation column represent
performance-based incentive compensation earned in fiscal years 2013,
2012, or 2011.
|
|
(7)
|
|
The value
listed in this column represents the change in the present value of
accumulated benefits during fiscal year 2013, 2012, or 2011. 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, net of forfeitures, 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 2013,
2012, and 2011);
|
|
|
|
(viii)
|
|
tax and investment
counseling and advice services (Tax and Investment Services);
|
|
|
|
(ix)
|
|
cash in lieu of
non-qualified deferred comp plan benefit (Cash in lieu);
|
|
|
|
(x)
|
|
United Kingdom pension
plan (U.K. Pension); and/or
|
|
|
|
(xi)
|
|
cash severance accrued
at termination of employment (Severance).
|
|
(9)
|
|
Includes the
following amounts for fiscal year 2013: $25,603 Perq Allowance; $61,339
NQDC Contributions; $177,029 Vacation Cash-out; $11,250 Automobile
Expenses; $4,428 LTC Premiums; $7,650 401(k) Match; and $17,150 Tax and
Investment Services.
|
|
(10)
|
|
Includes the
following amount for fiscal year 2013: $2,813 401(k) Match
|
|
(11)
|
|
Includes the
following amounts for fiscal year 2013: $3,085 NQDC Contributions; $4,857
Automobile Expenses; $1,989 LTC Premiums; $9,474 401(k) Match; and $7,389
Tax and Investment Services.
|
|
(12)
|
|
Includes the
following amounts for fiscal year 2013: $37,701 NQDC Contributions;
$44,136 Vacation Cash-out; $14,519 Automobile Expenses; $2,938 LTC
Premiums; $7,650 401(k) Match; and $6,193 MSPP Discount.
|
|
(13)
|
|
Includes the
following amounts for fiscal year 2013: $28,007 Vacation Cash-out; $20,708
Automobile Expenses; $4,170 LTC Premiums; $8,079 401(k) Match; $68,762
Cash in lieu; and $50,372 U.K. Pension. The Automobile Expenses reported
for Mr. Bradford are not based on IRS Publication 15-B guidelines, but
reflect the actual allowance paid in the fiscal year.
|
|
(14)
|
|
Includes the
following amounts for fiscal year 2013: $19,461 Perq Allowance; ($16,053)
NQDC Contributions, net of forfeitures; $86,448 Vacation Cash-out; $16,367
Automobile Expenses; $2,263 LTC Premiums; $6,082 401(k) Match; $17,150 Tax
and Investment Services; and $1,700,000
Severance.
|
24
Grant of Plan-Based
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
of Stock
|
|
|
|
|
|
|
|
|
|
Number
|
|
and
|
|
|
|
|
Estimated Future Payouts
Under
|
|
Estimated Future Payouts Under
|
|
of Shares
|
|
Option/
|
|
|
|
|
Non-Equity
Incentive Awards
(1)
|
|
Equity
Incentive Plan Awards
(2)
|
|
of Stock
|
|
SSAR
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Awards
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
(3)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(l)
|
J.P. London
|
|
|
|
$
|
137,500
|
|
|
$500,000
|
|
|
$800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
11,430
|
|
22,860
|
|
|
|
$
|
779,869
|
|
Kenneth Asbury
|
|
|
|
|
112,000
|
|
|
400,000
|
|
|
640,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/20/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
15,870,000
|
|
John S. Mengucci
|
|
|
|
|
195,000
|
|
|
691,000
|
|
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
15,230
|
|
30,460
|
|
|
|
|
1,039,143
|
|
Thomas A. Mutryn
|
|
|
|
|
115,000
|
|
|
405,000
|
|
|
648,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
16,120
|
|
32,240
|
|
|
|
|
1,099,868
|
|
Gregory R. Bradford
|
|
|
|
|
157,148
|
|
|
442,616
|
|
|
570,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
6,380
|
|
12,760
|
|
|
|
|
435,307
|
|
Daniel D. Allen
|
|
|
|
|
392,000
|
|
|
1,400,000
|
|
|
2,240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/14/12
|
|
|
|
|
|
|
|
|
|
|
|
|
32,240
|
|
64,480
|
|
|
|
|
2,199,735
|
____________________
(1)
|
|
These
amounts represent potential payouts under the 2013 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)
|
|
Based on
the Companys performance in fiscal year 2013, there were no
performance-based RSUs earned by NEOs in fiscal year 2013.
|
|
(3)
|
|
Amounts
represent the grant date fair value of the stock awards granted to the
named executive officer during fiscal year 2013 determined pursuant to ASC
718.
|
25
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
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
J.P. London
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
27,679
|
(6)
|
|
|
$
|
1,757,340
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,643
|
(7)
|
|
|
|
866,194
|
|
|
|
|
|
|
|
|
|
Kenneth Asbury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
(9)
|
|
|
|
19,047,000
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,714
|
(8)
|
|
|
|
1,759,562
|
|
|
|
|
|
|
|
|
|
Thomas A. Mutryn
|
|
|
22,700
|
|
|
|
|
|
48.83
|
|
|
7/1/14
|
|
8,985
|
(2)(5)
|
|
|
|
570,458
|
|
|
|
|
|
|
|
|
|
|
5,280
|
|
|
1,320
|
|
|
49.36
|
(3)
|
|
8/17/15
|
|
42,288
|
(6)
|
|
|
|
2,684,865
|
|
|
|
|
|
|
|
|
|
|
5,120
|
|
|
1,280
|
|
|
37.67
|
(4)
|
|
11/19/15
|
|
19,243
|
(7)
|
|
|
|
1,221,738
|
|
|
|
|
|
|
|
|
|
Gregory R. Bradford
|
|
|
4,640
|
|
|
1,160
|
|
|
49.36
|
(3)
|
|
8/17/15
|
|
3,555
|
(2)(5)
|
|
|
|
225,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,719
|
(6)
|
|
|
|
1,061,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,607
|
(7)
|
|
|
|
482,968
|
|
|
|
|
|
|
|
|
|
Daniel D. Allen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,001
|
(7)
|
|
|
|
381,003
|
|
|
|
|
|
|
|
____________________
(1)
|
|
Based on the $63.49
closing price of the Companys common stock on June 30,
2013.
|
|
(2)
|
|
Stock awards granted
on 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 (g) reflect such maximum numbers.
|
|
(3)
|
|
SSARs granted on
August 18, 2008 and which were not exercisable at June 30, 2013 became
exercisable on August 18, 2013.
|
|
(4)
|
|
SSARs granted on
November 20, 2008 and which were not exercisable at June 30, 2013 became
exercisable on August 18, 2013.
|
|
(5)
|
|
Stock
awards granted on August 18, 2009, that had not vested as of June 30, 2013
vested on August 18, 2013.
|
|
(6)
|
|
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 (g) reflect the
actual number of shares earned. The stock awards vest as follows: 50% on
September 1, 2013 and 50% on September 1, 2014.
|
|
(7)
|
|
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 (g) reflect the
actual number of shares earned. The stock awards vest as follows: 50% on
September 1, 2014 and 50% on September 1, 2015, except for Mr. Allens,
all of which will vest on September 21, 2013 as per his severance
agreement.
|
26
(8)
|
|
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, that had not vested as
of June 30, 2013, vest as follows: 50.0% on February 26, 2014, and 50.0%
on February 26, 2015.
|
|
(9)
|
|
Stock awards granted
on February 20, 2013 vest as follows: 100,000 shares on February 20, 2016,
100,000 shares on February 20, 2017, and 100,000 shares on February 20,
2018.
|
Option Exercises and Stock
Vested
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
Number
|
|
|
|
|
|
|
Number
of
|
|
|
|
|
|
|
|
of Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
Acquired on
|
|
Realized on
|
|
Acquired
on
|
|
Realized
on
|
Name
|
|
Exercise
(#)
|
|
Exercise ($)
(1)
|
|
Vesting (#)
|
|
Vesting ($)
(2)
|
J.P. London
|
|
78,878
|
|
|
$
|
1,147,655
|
|
|
|
15,680
|
|
|
|
$
|
817,869
|
|
Kenneth Asbury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
5,542
|
|
|
|
|
283,196
|
|
Thomas A. Mutryn
|
|
12,000
|
|
|
|
72,000
|
|
|
|
14,305
|
|
|
|
|
746,149
|
|
Gregory R. Bradford
|
|
41,000
|
|
|
|
615,045
|
|
|
|
5,930
|
|
|
|
|
309,309
|
|
Daniel D. Allen
|
|
|
|
|
|
|
|
|
|
12,775
|
|
|
|
|
701,475
|
|
____________________
(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.
|
Pension Benefits
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
Number
of
|
|
Value of
|
|
Payments
|
|
|
|
|
Years
Credited
|
|
Accumulated
|
|
During
Last
|
Name
|
|
Plan Name
|
|
Service (#)
|
|
Benefit
($)
(1)
|
|
Fiscal Year ($)
|
J.P. London
|
|
N/A
|
|
N/A
|
|
$
|
N/A
|
|
N/A
|
Kenneth Asbury
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
John S.
Mengucci
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Thomas A. Mutryn
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Gregory R.
Bradford
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Daniel D. Allen
(2)
|
|
Supplemental Retirement Benefit
Plan
|
|
2
|
|
|
1,100,544
|
|
|
____________________
(1)
|
|
The
Present Value of Accumulated Benefits under each plan has been calculated
as of June 30, 2013, using the guidelines contained in ASC 715 -
Compensation Retirement
Benefits.
|
|
(2)
|
|
Mr.
Allens SERP provides an annual payment of $88,000 each year until the
later of his death or his spouses death. Payments will commence on
January 1, 2020. No payments shall be made to any person, trust or entity
under this plan after the death of Mr. Allen and his
spouse.
|
27
Non-Qualified Deferred Compensation
for Fiscal Year 2013
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
|
Executive
|
|
Company
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Aggregate
|
|
Balance at
|
|
|
Last Fiscal Year
|
|
Last Fiscal Year
|
|
Last Fiscal
|
|
Withdrawals/
|
|
Last Fiscal
|
Name
|
|
($)
(1)
|
|
|
($)
(2)
|
|
|
Year
($)
(3)
|
|
Distributions
($)
|
|
Year End
($)
(4)
|
J.P. London
|
|
|
$
|
2,750
|
|
|
$
|
61,339
|
|
|
|
$
|
315,444
|
|
|
|
$
|
|
|
|
$
|
5,631,037
|
|
Kenneth Asbury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John S. Mengucci
|
|
|
|
5,021
|
|
|
|
3,085
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
8,109
|
|
Thomas A. Mutryn
|
|
|
|
32,238
|
|
|
|
37,701
|
|
|
|
|
34,904
|
|
|
|
|
|
|
|
|
562,942
|
|
Gregory R. Bradford
|
|
|
|
|
|
|
|
|
|
|
|
|
199,115
|
|
|
|
|
|
|
|
|
1,956,661
|
|
Daniel D. Allen
|
|
|
|
5,764
|
|
|
|
(16,053
|
)
(5)
|
|
|
|
2,493
|
|
|
|
|
|
|
|
|
34,598
|
|
____________________
(1)
|
|
Executive
contributions are included in the Salary, Bonus, and Non-Equity Incentive
Plan Compensation in the Summary Compensation Table.
|
|
(2)
|
|
Company contributions,
net of forfeited non-vested 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.
|
|
(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. Mutryn, $227,241 and $195,957; and (ii) Mr.
Allen, $2,539 and $39,830. Had Dr. London and Mr. Bradford been NEOs in
the prior year, the following would have been reported as previous year
executive and Company contributions: (i) Dr. London $1,520,157 and
$715,082; and (ii) Mr. Bradford $958,780 and $286,530.
|
|
(5)
|
|
Upon Mr. Allens
separation of employment on February 19, 2013, non-vested employer
contributions made in the current and prior years were
forfeited.
|
Severance Agreements
The term of
each executive officers severance agreement is one year with automatic one-year
extensions thereafter (except for the 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. Further, for stock grants made since September 1, 2010,
the terms of the grant agreements entitle the recipient to receive a prorated
portion of the unvested stock based upon the number of full months of service
divided by the total vesting timeframe. 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
28
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). Further the terms of the grant
agreements entitle the recipient to receive their unvested stock. 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.
The table below delineates the benefits upon a change in control for each
executive officer in fiscal year 2013 under the scenarios as described
above:
|
|
|
|
|
|
COO &
|
|
|
|
|
|
|
|
Executive
|
|
|
|
President,
|
|
President,
|
|
|
|
|
|
Chairman
|
|
CEO
|
|
US Ops
|
|
UK Ops
|
|
CFO
|
|
Salary Multiple: Termination for
Good
|
|
|
|
|
|
|
|
|
|
|
|
Reason or Involuntary Termination
|
|
1.5x
|
|
2x
|
|
1x
|
|
1x
|
|
1x
|
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary Multiple Upon Change in
Control
|
|
|
|
|
|
|
|
|
|
|
|
and Voluntary Termination for Good
|
|
3x
|
|
2x
|
|
2x
|
|
2x
|
|
2x
|
|
Reason or Involuntary Termination
|
|
|
|
|
|
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus Multiple Upon Change in
Control
|
|
|
|
|
|
|
|
|
|
|
|
and Voluntary Termination for Good
|
|
2x
|
|
2x
|
|
1.5x
|
|
1.5x
|
|
1x
|
|
Reason or Involuntary Termination
|
|
|
|
|
|
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
(average annual payment for last five years)
|
|
|
|
|
|
|
|
|
|
|
|
The agreements for Dr. London, 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 one-time 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 in 2007, 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 agreements were made during fiscal year
2013.
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. With the exception of Mr.
Allen, the amounts shown assume, for illustrative purposes, that such
termination was effective as of June 30,
29
2013 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.
Daniel D. Allen Severance
Agreement
For Mr. Allen,
the actual amounts based upon his separation date and the terms of his agreement
are included in the appropriate scenario. Upon his separation, per the terms of
his agreement Mr. Allen received a payment of two times his annual salary and
continued participation in the Companys health care plan for twelve months. In
addition, per the terms of his stock grants he received a prorated portion of
the unvested stock based upon the number of full months of service divided by
the total vesting timeframe. Further, per the terms of his SERP, he became
eligible for full benefits payable, with payments commencing January 1, 2020, as
described under Retirement Plans within The CACI Executive Compensation
Program section of this Proxy Statement.
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
|
|
Awards
(5)
|
|
Awards
(6)
|
|
Protection
(7)
|
|
|
|
Executive Officer
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Total
|
J.P. London
|
|
|
$
|
|
|
|
$225,289
|
|
|
$
|
4,854,616
|
|
|
|
$
|
776,421
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
2,623,534
|
|
N/A
|
|
$
|
8,479,860
|
Kenneth Asbury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
John S. Mengucci
|
|
|
|
|
|
|
|
|
|
|
5,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
5,023
|
Thomas A. Mutryn
|
|
|
|
|
|
|
|
|
|
|
329,284
|
|
|
|
|
233,658
|
|
|
|
|
|
|
|
|
539,587
|
|
|
|
|
N/A
|
|
|
1,102,529
|
Gregory R. Bradford
|
|
|
|
|
|
|
|
|
|
|
1,670,130
|
|
|
|
|
286,530
|
|
|
|
|
|
|
|
|
65,563
|
|
|
941,176
|
|
N/A
|
|
|
2,963,399
|
____________________
(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 (c), (d), (e) and (f)
above as well as column (g) 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 2001, the Company entered into a lifetime medical agreement with
Dr. London 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 Dr. Londons 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, plus investment gains and losses, that
would be payable upon termination.
|
|
(4)
|
Represents the value of Company contributions (vested as of June
30, 2013) paid into the non-qualified retirement plan on behalf of the
executive officer during employment that would be payable upon
termination.
|
|
(5)
|
Based on the difference between the closing price per share of the
Companys common stock as of June 30, 2013 and the applicable exercise
price of the vested portion of the equity awards.
|
|
(6)
|
For stock options and SSARs, amount based on the difference between
the closing price per share of the Companys common stock as of June 30,
2013 and the applicable exercise price of the unvested portion of the
equity awards. For RSUs, this is based on the number of RSUs that would
vest multiplied by the closing price per share of the Companys common
stock as of June 30, 2013. Dr. Londons unvested equity awards would vest.
As Mr. Bradford is over 62 years old, a prorated amount of unvested equity
awards made since July 1, 2008 would vest upon retirement.
|
|
(7)
|
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.
|
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
|
J.P.
London
|
|
$
|
864,743
|
|
|
|
$
|
225,289
|
|
|
|
$
|
4,854,616
|
|
|
|
$
|
776,421
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
2,623,534
|
|
$
|
N/A
|
|
$
|
9,344,603
|
Kenneth
Asbury
|
|
|
1,500,000
|
|
|
|
|
22,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,269,800
|
|
|
N/A
|
|
|
2,791,808
|
John
S. Mengucci
|
|
|
533,000
|
|
|
|
|
9,719
|
|
|
|
|
5,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258,214
|
|
|
N/A
|
|
|
805,956
|
Thomas A.
Mutryn
|
|
|
460,800
|
|
|
|
|
21,579
|
|
|
|
|
329,284
|
|
|
|
|
233,658
|
|
|
|
|
|
|
|
|
539,587
|
|
|
2,380,367
|
|
|
N/A
|
|
|
3,965,275
|
Gregory R. Bradford
|
|
|
343,600
|
|
|
|
|
|
|
|
|
|
1,670,130
|
|
|
|
|
286,530
|
|
|
|
|
|
|
|
|
65,563
|
|
|
941,176
|
|
|
N/A
|
|
|
3,306,999
|
Daniel D.
Allen
(9)
|
|
|
1,600,000
|
|
|
|
|
37,438
|
|
|
|
|
8,975
|
|
|
|
|
25,279
|
|
|
|
|
1,100,544
|
|
|
|
|
|
|
336,776
|
|
|
N/A
|
|
|
3,109,012
|
____________________
(1)
|
Assumes that the executive officer resigned for good reason or
was terminated without cause.
|
|
(2)
|
Assumes that Dr. London is entitled to receive lifetime medical
benefits as previously described, and that Messrs. Asbury, Allen,
Mengucci, and Mutryn are entitled to receive continuation of health
benefits following the date of separation. For Dr. London, 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 Dr. Londons expected life span
(based upon IRS Life Expectancy Tables). For Messrs. Asbury, Allen,
Mengucci, 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. Mr. Bradford is not entitled to continued benefits under his
severance agreement.
|
|
(3)
|
Represents the value of monies deferred into the non-qualified
retirement plan during employment, plus investment gains and losses, that
would be payable upon termination.
|
|
(4)
|
Represents the value of Company contributions (vested as of June
30, 2013) 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 due to Mr. Allen upon his
separation per the terms of his SERP. Benefits are to be paid over his
expected remaining lifespan starting at age 60.
|
|
(6)
|
Based on the difference between the closing price per share of the
Companys common stock as of June 30, 2013 and the applicable exercise
price of the vested portion of the equity awards.
|
|
(7)
|
For stock options and SSARs, amount based on the difference between
the closing price per share of the Companys common stock as of June 30,
2013 and the applicable exercise price of the unvested portion of the
equity awards. For RSUs, this is based on the number of RSUs that would
vest multiplied by the closing price per share of the Companys common
stock as of June 30, 2013. Dr. Londons unvested equity awards would vest.
For other executives, a prorated amount of unvested equity awards made
since September 1, 2010 would vest upon separation.
|
|
(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)
|
Values are the actual value to Mr. Allen upon his separation under
this scenario, per the terms of his agreement.
|
31
Separation Payment following a Change
of Control
(1)
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Company
|
|
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
|
|
Awards
(6)
|
|
Awards
(7)
|
|
Protection
(8)
|
|
|
|
Executive Officer
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Total
|
J.P. London
|
|
$
|
3,295,747
|
|
|
$
|
225,289
|
|
|
|
$
|
4,854,616
|
|
|
|
$
|
776,421
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,623,534
|
|
|
$
|
|
|
|
$
|
11,775,607
|
Kenneth Asbury
|
|
|
1,900,000
|
|
|
|
22,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,047,000
|
|
|
|
|
|
|
|
20,969,008
|
John S. Mengucci
|
|
|
1,413,808
|
|
|
|
9,719
|
|
|
|
|
5,023
|
|
|
|
|
3,085
|
|
|
|
|
|
|
|
|
|
|
|
|
1,759,562
|
|
|
|
|
|
|
|
3,191,197
|
Thomas A. Mutryn
|
|
|
1,685,007
|
|
|
|
21,579
|
|
|
|
|
329,284
|
|
|
|
|
233,658
|
|
|
|
|
|
|
|
|
539,587
|
|
|
|
4,528,762
|
|
|
|
|
|
|
|
7,337,877
|
Gregory R. Bradford
|
|
|
2,066,414
|
|
|
|
|
|
|
|
|
1,670,130
|
|
|
|
|
286,530
|
|
|
|
|
|
|
|
|
65,563
|
|
|
|
1,786,555
|
|
|
|
|
|
|
|
5,875,192
|
____________________
(1)
|
Assumes that the executive
officer resigned for good reason or was terminated without cause within
one year of a change in control. Dr. London is entitled to this payment if
he voluntarily terminates his employment for any reason within one year of
a change in control.
|
|
(2)
|
Includes incentive plan amounts
earned but not yet paid for fiscal year 2013.
|
|
(3)
|
Assumes that Dr. London is
entitled to receive lifetime medical benefits as previously described, and
that Messrs. Asbury, Mengucci, and Mutryn are entitled to receive
continuation of health benefits following the date of separation. For Dr.
London, 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 Dr. Londons
expected life span (based upon IRS Life Expectancy Tables). For Messrs.
Asbury, 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. Mr. Bradford is not entitled to continued
benefits under his severance agreement.
|
|
(4)
|
Represents the value of monies
deferred into the non-qualified retirement plan during employment, plus
investment gains and losses, 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)
|
Based on the difference between
the closing price per share of the Companys common stock as of June 30,
2013 and the applicable exercise price of the vested portion of the equity
awards.
|
|
(7)
|
For stock options and SSARs,
amount based on the difference between the closing price per share of the
Companys common stock as of June 30, 2013 and the applicable exercise
price of the unvested portion of the equity awards. For RSUs, this is
based on the number of RSUs that would vest multiplied by the closing
price per share of the Companys common stock as of June 30, 2013. All
equity awards to executive officers would vest upon separation in
connection with a change in control.
|
|
(8)
|
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 2013, each director was granted $100,000 in RSUs; during fiscal
year
2013 the Committee approved an increase to
$110,000 for fiscal year 2014. 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 $1,500 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 $4,000 per year.
-
Corporate Governance and Nominating 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.
-
Strategic Assessment Committee
$6,000 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 $4,000 per year.
Dr. London and
Mr. Allen received no separate compensation for their service as directors,
except that they were eligible to be reimbursed for incurred expenses associated
with attending meetings of the Board and its committees, such as when meetings
were conducted at offsite locations.
During fiscal year 2013 in addition to the retainer and committee meeting
fees, Dr. Phillips received compensation of $50,000 for additional services
performed as Lead Director. Further, Dr. Phillips received $115,500 in fees for
specific work in his capacities as Lead Director and as the Chairman of the
Nominating and Governance Committee in regards to the hiring of Mr.
Asbury.
The Committee has also adopted stock ownership requirements for outside
members of the Board to align the interest of stockholders and directors. The
requirement is 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. Stockholdings 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. The penalty
33
for non-compliance is that the Director
is required to participate in the DSPP with 100% of his earned Annual Retainer
and committee fees going toward the quarterly purchase of CACI stock, until such
time as he meets the required holding level.
For the
compliance checkpoint on December 1, 2012, this requirement translated into a
requirement to hold 4,730 fully owned shares. The required ownership level 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 stockholders. Until the Director holds the required
number of shares, he is limited with respect to the number of shares he is
allowed to sell, and is only allowed to sell one-half of vested RSUs for the
purpose of covering the tax burden caused by the vesting. All outside directors
currently meet their required stock ownership requirement.
The following table summarizes the compensation information for fiscal
year 2013 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
|
|
|
($)
|
|
($)
(3)
|
|
($)
|
|
($)
|
|
Earnings
|
|
($)
|
|
($)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
Michael A. Daniels
|
|
$
|
32,000
|
|
$
|
|
|
|
|
|
|
|
|
|
|
$
|
32,000
|
James S. Gilmore
III
|
|
|
98,000
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
198,036
|
William L. Jews
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
Gregory G.
Johnson
|
|
|
114,000
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
214,036
|
Richard L. Leatherwood
(2)
|
|
|
116,000
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
216,036
|
James L.
Pavitt
|
|
|
101,500
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
201,536
|
Warren R. Phillips
(1)
|
|
|
319,500
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
419,536
|
Charles P.
Revoile
|
|
|
152,000
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
252,036
|
William S. Wallace
|
|
|
93,000
|
|
|
100,036
|
|
|
|
|
|
|
|
|
|
|
193,036
|
____________________
(1)
|
Under the Companys Director
Stock Purchase Plan (DSPP), Dr. Phillips elected to receive a portion of
his annual retainer and committee fees in restricted stock of the Company.
Dr. Phillips acquired 1,148 shares pursuant to this election. The grant
date fair value of these shares totaled $64,500. The current year deferral
is included in the Fees Earned or Paid in Cash column. Dr. Phillips
Fees Earned or Paid in Cash includes $115,500 for specific work in to his
capacities as Lead Director and as the Chairman of the Nominating and
Governance Committee in regards to the hiring of Mr. Asbury.
|
|
(2)
|
Mr. Leatherwood retired as a
Director effective May 1, 2013.
|
|
(3)
|
The amounts represent the
aggregate grant date fair value computed in accordance with ASC 718 for
awards of stock in fiscal year 2013 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 15, 2012 grant date
($50.32). For fiscal year 2013, the Company awarded 1,988 RSUs to
Directors Johnson, Pavitt, Wallace, Phillips, Gilmore, Revoile, and
Leatherwood with a grant date fair value of $100,036 each. Upon Mr.
Leatherwoods retirement from the Board of Directors, he forfeited 1,491
unvested RSU shares from this grant. The outstanding number of RSUs
awarded to each director as of June 30, 2013 was as follows: Director
Johnson 994; Director Pavitt 994; Director Revoile 994; Director Gilmore
994; Director Wallace 994; and Director Phillips
1,131.
|
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 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, except Director Wallace, attended the 2012 Annual Meeting of
Stockholders held on November 15, 2012. The Board held eight meetings during
fiscal year 2013. In fiscal year 2013, each incumbent 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 2013.
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 Daniels, Gilmore,
Johnson, Pavitt, and Revoile (Chairman). Dr. Leatherwood ceased being a member
of the Compensation Committee with his retirement on May 1, 2013. 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 2013.
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 2013, 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 2013, 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 Asbury, London, Phillips
and Revoile. Mr. Allen ceased being a member of the Executive Committee with his
resignation effective May 17, 2013. Dr. Leatherwood ceased being a member of the
Executive Committee with his retirement on May 1, 2013. 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 times during
fiscal year 2013.
Audit
Committee
The Audit Committee consists of Directors Jews, Phillips, Revoile, and
Wallace. Dr. Leatherwood ceased being a member of the Audit Committee with his
retirement on May 1, 2013. The Board has determined that all current Audit
Committee members are independent in accordance with SEC and NYSE requirements.
Director Phillips is the Audit Committee Chairman. The Board has determined that
Director Jews 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 2013. 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
Phillips and Revoile. Dr. Leatherwood ceased being a member of the Corporate
Governance and Nominating Committee with his retirement on May 1, 2013. The
Board has determined that all current Corporate Governance and Nominating
Committee members are independent in accordance with the NYSEs governance
standards. 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 eight
times during fiscal year 2013. 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 eight 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 and Mr. Asburys
service as President and Chief Executive Officer of the Company, 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 governance standards. 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)
|
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.
|
|
|
|
(3)
|
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).
|
|
|
|
(4)
|
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.
|
|
|
|
(5)
|
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.
|
|
|
|
(6)
|
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.
|
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 2013. 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 10 of this proxy statement, as well as the Summary
Compensation table and related compensation tables and narrative, appearing on
pages 23 through 32. The CD&A, tables, and narrative provide information on
the Companys compensation policies and practices and describe 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)
|
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 2014 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 17, 2014. 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
.
|
|
(2)
|
From time to time the Company may
utilize a third party to assist in identifying and qualifying potential
Director candidates.
|
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: AMENDMENT OF THE 2002
EMPLOYEE STOCK PURCHASE PLAN
At the Annual Meeting, stockholders will be asked to approve an amendment
to the CACI International Inc 2002 Employee Stock Purchase Plan (ESPP) to
increase the number of shares authorized for purchase under the ESPP by 250,000
shares. The amendment was adopted, subject to stockholder approval, by the Board
of Directors on August 8, 2013.
As of June 30, 2013, 61,767 shares of our common stock were still
available for additional purchases under the ESPP. If the stockholders approve
the proposed amendment to the ESPP, the total number of shares authorized for
purchase under the ESPP (including shares that have already been purchased under
the plan) will increase from 1,000,000 shares to 1,250,000 shares.
The principal terms of the ESPP are summarized below. The following
summary of the ESPP is qualified in its entirety by reference to the complete
text of the ESPP, as amended by the Board on August 8, 2013, which is attached
to this proxy statement as
Appendix
A
and incorporated herein by reference. Terms
not defined herein shall have the meanings set forth in the ESPP.
Summary Description of the
ESPP
The purpose of the ESPP is to provide eligible employees of the Company
an opportunity to purchase shares of the Companys common stock. The ESPP is
intended to provide additional incentives to eligible employees to make a
long-term investment in the Company by providing a discount on their purchase of
the Companys common stock and by affording eligible employees the opportunity
to purchase the Companys common stock through payroll deductions. There is no
tax withholding for contributions into the ESPP Plan, even for social security
or Medicare taxes, regardless of when the eligible employee sells the ESPP
stock. Eligible employees may purchase the Companys common stock, on a
quarterly basis, through accumulated payroll deductions not exceeding, in any
calendar year, the greater of: (i) twenty percent of eligible cash compensation
and (ii) $25,000 of fair market value of the Companys common stock on the date
the option to purchase the Companys common stock was granted (i.e., date of
grant). Eligible cash compensation includes the employees base pay as of the
date of grant. The ESPP is intended to qualify under IRC section 423 with
respect to employee stock purchase plans. Giving effect to the proposed
amendment to the ESPP, the maximum number of shares authorized for purchase
under the ESPP would be an aggregate of 1,250,000 shares of stock.
To be eligible to participate in the ESPP, an employee must, among other
things, be employed by the Company or one of its subsidiaries for a minimum of
two months of continuous service, while customarily working twenty or more hours
each week. Excluded from participating are owners of five percent or more of the
Companys common stock and highly compensated employees as defined in the ESPP
(see Appendix A to this Proxy Statement).
40
At the
commencement of each three-month offering period as defined in the ESPP, and
subject to ESPP purchase limits, each participant has the option to acquire a
number of shares based on the amount of his or her payroll deductions at a share
price equal to ninety-five percent of the fair market value per share of the
Companys common stock on the last day of such offering period.
The ESPP is administered by the Compensation Committee of the Board of
Directors of the Company (the Committee), at the expense of the Company. The
Committee consists of not less than three members of the Board of Directors who
are not officers of the Company or in the employ of the Company. The Committee
is also responsible for questions involving the administration and
interpretation of the ESPP. The ESPP may be amended or terminated by the Board
at any time, subject to certain restrictions.
The Board believes that the ESPP provides the following benefits to the
Company and its stockholders: by facilitating increases in employee stock
ownership, it increases the stake that employees have in the Company and aligns
the interests of a greater number of employees with the interests of the
stockholders. In addition, the availability of the ESPP is likely to aid the
Company in its efforts to recruit and retain employees.
New Plan
Benefits
As benefits under the ESPP depend upon eligible employees elections to
participate in the plan and the fair market value of the shares of the Companys
common stock at various future dates, it is not possible to determine future
benefits that will be received by eligible employees under the plan.
Federal Income Tax Information
With Respect To the ESPP
The following is a brief summary of the principal federal income
tax consequences under current federal income tax laws relating to the purchase
of stock under the ESPP. This summary is not intended to constitute tax advice.
It is also not intended to be exhaustive and, among other things, does not
describe state, local or foreign income tax consequences.
Options to purchase the Companys common stock granted pursuant to the
ESPP are intended to qualify as options issued under an employee stock purchase
plan within the meaning of IRC section 423. Under IRC section 423, employees
will not realize taxable income upon the grant of such purchase right under the
ESPP or when they complete their purchase for cash and receive delivery of the
Companys common stock, provided that the employee is an employee of the Company
on the date of grant and such purchase occurs while the employee is employed or
within three months after termination of employment.
If an employee sells the Companys common stock acquired through the ESPP
after two years from the date of its grant and after one year from the date of
its acquisition, such employee may recognize ordinary income on the lesser of:
(i) the excess of the fair market value of the stock on the date of grant over
the purchase price and (ii) the actual gain on the stocks sale. Any additional
gain or loss that may be realized on the ultimate sale will be treated as long
term capital gain or loss.
If, prior to the expiration of the two-year and one-year periods referred
to above, an employee sells the Companys common stock acquired through the ESPP
or dies while holding such common stock, then the employee will recognize
compensation taxable as ordinary income in an amount equal to the fair market
value of the Companys common stock on the date of purchase over the amount paid
upon purchase of the Companys common stock. The amount of ordinary income
recognized by the employee will decrease the capital gain or increase the
capital loss recognized by the employee on the sale of the Companys common
stock. At sale, the difference between the sale price and the fair market value
of the stock at purchase will be considered capital gain or loss, which will be
long-term if the stock has been held for more than one year.
Required Vote and
Recommendation
Stockholder approval of this proposal requires the vote of the holders of
a majority of the shares of the Companys common stock entitled to vote and
present in person or represented by proxy at the Annual Meeting. For purposes of
the vote on this proposal, abstentions will have the same effect as votes
against the proposal, and broker non-votes will have no effect on the
proposal.
The Board recommends that
stockholders vote FOR the amendment to the ESPP authorizing an additional
250,000 shares for purchase
.
41
PROPOSAL 4: 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 2013. The Audit
Committee has appointed Ernst & Young LLP to serve as independent auditors
to conduct an audit of the Companys accounts for fiscal year 2014.
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 2014.
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.
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.
42
The following
is a summary of the fees for professional services rendered by Ernst & Young
LLP for the fiscal years ended June 30, 2012 and June 30, 2013.
|
|
June
30,
|
|
|
2013
|
|
2012
|
Audit
Fees
(1)
|
|
$
|
1,549,235
|
|
$
|
1,513,340
|
Audit-Related
Fees
(2)
|
|
|
203,020
|
|
|
253,083
|
Tax
Fees
(3)
|
|
|
340,803
|
|
|
360,947
|
Total
|
|
$
|
2,093,058
|
|
$
|
2,127,370
|
____________________
(1)
|
|
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.
|
|
(2)
|
|
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.
|
|
(3)
|
|
Tax Fees are fees paid to Ernst & Young LLP for
professional services rendered for tax compliance, tax advice, and tax
planning.
|
43
AUDIT COMMITTEE REPORT FOR FISCAL
YEAR 2013
The members of
the Companys Audit Committee are William L. Jews, 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:
|
1.
|
|
It has reviewed and
discussed the Companys audited financial statements with management,
including discussions regarding critical accounting policies, financial
accounting and reporting principles and practices, the quality of such
principles and practices, the reasonableness of significant judgments and
estimates, and the effectiveness of internal control over financial
reporting;
|
|
|
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2.
|
|
It has discussed with
the independent auditors the quality of the financial statements, the
clarity of the related disclosures, the effectiveness of internal control
over financial reporting, and other items required to be discussed under
Public Company Accounting Oversight Board (PCAOB) Auditing Standard No.
16,
Communications with Audit Committees
;
|
|
|
|
3.
|
|
It has received from
the independent auditors written disclosures regarding the auditors
independence required by PCAOB Ethics and Independence Rule
3526
, Communication with Audit
Committees Concerning Independence
, and
discussed with the independent auditors any matters affecting their
independence; and
|
|
|
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4.
|
|
Based on the review
and discussions described in subparagraphs (1) through (3) 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, 2013 for filing with the
SEC.
|
RESPECTFULLY SUBMITTED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
William L. Jews
|
|
Warren R. Phillips
|
Charles P. Revoile
|
|
William S.
Wallace
|
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 2014 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 3, 2014. Therefore, the date by which proposals must be received under
Rule 14a-8 for consideration by the Company will be June 5, 2014.
44
Under our
By-laws, stockholders of record who intend to submit a proposal at the 2014
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 14, 2013). Therefore, the date by which such proposals
and nominations must be received for purposes of our By-laws will be June 17,
2014. 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, 2013, 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.
By Order of the Board of
Directors
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Arnold D. Morse,
Secretary
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Arlington, Virginia
Dated: October
3, 2013
45
APPENDIX
A
CACI INTERNATIONAL INC
2002 EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED
CACI INTERNATIONAL
INC
2002 EMPLOYEE STOCK PURCHASE
PLAN, AS AMENDED
1. PURPOSE.
The CACI International Inc 2002
Employee Stock Purchase Plan (the Plan), as amended, is intended to provide a
method whereby employees of CACI International Inc (the Company) will have an
opportunity to acquire an ownership interest (or increase an existing ownership
interest) in the Company through the purchase of shares of the Common Stock of
the Company. It is the intention of the Company that the Plan qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code of
1986, as amended (the Code). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
2. DEFINITIONS.
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(a)
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Compensation means,
for the purpose of any Offering pursuant to this Plan, the total
remuneration paid to an Employee by the Company. Notwithstanding the
forgoing, Compensation shall include deferred compensation paid to the
Employee pursuant to salary reduction contributions under a cash or
deferred arrangement pursuant to Section 401(k) of the Code, salary
reduction amounts under a cafeteria plan pursuant to Section 125 of the
Code, and salary reduction amounts pursuant to a qualified transportation
fringe benefit program pursuant to Section 132(f) of the
Code.
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(b)
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Board means the
Board of Directors of the Company.
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(c)
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Committee means the
Compensation Committee of the Board.
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(d)
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Common Stock means
the common stock, $0.10 par value per share, of the Company.
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(e)
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Company shall also
include any Parent or Subsidiary of CACI International Inc designated by
the Board, unless the context otherwise requires.
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(f)
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Employee means any
person who is customarily employed at least 20 hours per week and more
than five months in a calendar year by the Company.
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(g)
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Parent shall mean
any present or future corporation which is or would constitute a parent
corporation as that term is defined in Section 424 of the
Code.
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(h)
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Subsidiary shall
mean any present or future corporation which is or would constitute a
subsidiary corporation as that term is defined in Section 424 of the
Code.
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3. ELIGIBILITY.
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(a)
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Participation in the Plan is completely voluntary. Participation in
any one or more of the Offerings under the Plan shall neither limit, nor
require, participation in any other Offering.
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(b)
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Each
employee shall be eligible to participate in the Plan on the first
Offering Commencement Date, as hereafter defined, following the completion
of two (2) full calendar months of continuous service with the Company.
Notwithstanding the foregoing, no employee shall be granted an option
under the Plan:
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(i)
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if, immediately after
the grant, such employee would own stock, and/or hold outstanding options
to purchase stock, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any Parent or
Subsidiary; for purposes of this Paragraph the rules of Section 424(d) of
the Code shall apply in determining stock ownership of any employee;
or
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(ii)
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if the grant permits
the employees rights to purchase stock under all Section 423 employee
stock purchase plans of the Company and any Parent or Subsidiary to exceed
$25,000 of the fair market value of the stock (determined at the time such
option is granted) for each calendar year in which such option is
outstanding; for purposes of this Paragraph, the rules of Section
423(b)(8) of the Code shall apply; or
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(iii)
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if the employee is a
highly compensated employee within the meaning of Section 414(q) of the
Code who earns at least $200,000, as adjusted for cost of living increases
in accordance with Section 401(a)(17)(B) of the Code. If an employees
base pay is less than the Section 401(a)(17)(B) limit, then such employee
will be eligible to participate until such time during any calendar year
as his annual base salary plus bonuses paid to date exceed the Section
401(a)(17)(B) limit. The employee would cease to be an eligible
participant as of that date for the remainder of such calendar
year.
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4. OFFERING DATES.
The right to purchase stock hereunder
shall be made available by a series of three-month offerings (the Offering or
Offerings) to employees eligible in accordance with Paragraph 3 hereof. The
Committee will, in its discretion, determine the applicable date of commencement
(Offering Commencement Date) and termination date (Offering Termination
Date) for each Offering. Participation in any one or more of the Offerings
under the Plan shall neither limit, nor require, participation in any other
Offering.
5. PARTICIPATION.
Any eligible employee may become a
participant by completing a payroll deduction authorization form provided by the
Company and filing it with the office of the Plan Administrator 20 days prior to
an applicable Offering Commencement Date, as determined by the Committee
pursuant to Paragraph 4. A participant who obtains shares of Common Stock in one
Offering will be deemed to have elected to participate in each subsequent
Offering, provided such participant is eligible to participate during each such
subsequent Offering and provided that such participant has not specifically
elected not to participate in such subsequent Offering. Such participant will
also be deemed to have authorized the same payroll deductions under Paragraph 6
hereof for each such subsequent Offering as in the immediately preceding
Offering; provided however, that, during the enrollment period prior to each new
Offering, the participant may elect to change such participants payroll
deductions by submitting a new payroll deduction authorization form.
6. PAYROLL
DEDUCTIONS.
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(a)
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At the time a
participant files his authorization for a payroll deduction, he shall
elect to have deductions made from his pay on each payday during any
Offering in which he is a participant at a specified percentage of his
Compensation paid during the Offering period; said percentage shall be in
increments of one percent up to a maximum percentage of twenty
percent.
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(b)
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Payroll deductions for
a participant shall commence on the applicable Offering Commencement Date
when his authorization for a payroll deduction becomes effective and
subject to the last sentence of Paragraph 5 shall end on the Offering
Termination Date of the Offering to which such authorization is applicable
unless sooner terminated by the participant as provided in Paragraph
10.
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(c)
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All payroll deductions
made for a participant shall be credited to his account under the Plan. A
participant may not make any separate cash payment into such
account.
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(d)
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A participant may
withdraw from the Plan at any time during the applicable Offering
period.
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7. GRANTING OF
OPTION.
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(a)
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Except as provided in clause (ii)
of Paragraph 3(b), on the Offering Commencement Date of each Offering, a
participating employee shall be deemed to have been granted an option to
purchase a maximum number of shares of the Common Stock equal to two times
an amount determined as follows: ninety-five percent (95%) of the market
value per share of the Common Stock on the applicable Offering
Commencement Date shall be divided into an amount equal to the percentage
of the employees Compensation which he has elected to have withheld (but
no more than 20%) multiplied by the employees Compensation over the
Offering period. Such market value per share of the Common Stock shall be
determined as provided in Paragraph 7(b).
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(b)
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The option price of
the Common Stock purchased with payroll deductions made during each such
Offering for a participant therein shall be ninety-five percent (95%) of
the closing price per share on the Offering Termination Date as reported
by a nationally recognized stock exchange, or, if the Common Stock is not
listed on such an exchange, as reported by the Nasdaq National Market
System or, if the Common Stock is not listed on the Nasdaq National Market
System but is otherwise publicly traded over-the-counter, ninety-five
percent (95%) of the mean of the bid and asked prices per share on the
Offering Termination Date or, if the Common Stock is not traded
over-the-counter, ninety-five percent (95%) of the fair market value on
the Offering Termination Date as determined by the
Committee.
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8. EXERCISE OF
OPTION.
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(a)
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Unless a participant
gives written notice to the Plan Administrator as hereinafter provided,
his option for the purchase of Common Stock with payroll deductions made
during any Offering will be deemed to have been exercised automatically on
the Offering Termination Date applicable to such Offering for the purchase
of the number of full shares of Common Stock which the accumulated payroll
deductions in his account at that time will purchase at the applicable
option price (but not in excess of the number of shares for which options
have been granted the employee pursuant to Paragraph 7(a)), and any excess
in his account at that time, other than amounts representing fractional
shares, will be returned to him.
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(b)
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Fractional shares will
not be issued under the Plan and any accumulated payroll deductions which
would have been used to purchase fractional shares shall be automatically
carried forward to the next Offering unless the participant elects, by
written notice to the Plan Administrator, to have the excess cash returned
to him.
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9. ISSUANCE AND DELIVERY OF
SHARES.
The shares subject to the options under
the Plan may be issued from (1) authorized but unissued shares of Common Stock;
(2) Common Stock held in the treasury of the Company; (3) a purchase of Common
Stock by the Company in the open market; or (4) any other proper
source.
10. WITHDRAWAL AND
TERMINATION.
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(a)
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Prior to the
Offering Termination Date for an Offering, any participant may withdraw
the payroll deductions credited to his account under the Plan for such
Offering by giving written notice to the Plan Administrator. All of the
participants payroll deductions credited to such account during such
Offering period will be paid to him promptly after receipt of notice of
withdrawal, without interest, and no future payroll deductions will be
made from his pay during such Offering. The Company will treat any attempt
to borrow by a participant on the security of accumulated payroll
deductions as an election to withdraw such deductions.
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(b)
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A
participants election not to participate in, or withdrawal from, any
Offering will not have any effect upon his eligibility to participate in
any succeeding Offering or in any similar plan which may hereafter be
adopted by the Company.
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(c)
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Upon
termination of the participants employment for any reason, including
retirement but excluding death, the payroll deductions credited to his
account during such Offering period will be returned to him, or, in the
case of his death, to the person or persons entitled thereto under
Paragraph 14.
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(d)
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Upon
termination of the participants employment because of death, his
beneficiary (as defined in Paragraph 14) shall have the right to elect, by
written notice given to the Plan Administrator prior to the expiration of
a period of 90 days commencing with the date of the death of the
participant, but not beyond the Offering Termination Date next following
the date of death, either:
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(i)
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to withdraw all of the
payroll deductions credited to the participants account under the Plan;
or
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(ii)
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to exercise the
participants option for the purchase of stock on the Offering Termination
Date next following the date of the participants death for the purchase
of the number of full shares which the accumulated payroll deductions in
the participants account at the date of the participants death
will
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A-3
purchase at the applicable option
price (subject to the limitation contained in Paragraph 7(a)), and any excess in
such account will be returned to said beneficiary. In the event that no such
written notice of election shall be duly received by the office of the Plan
Administrator, the beneficiary shall automatically be deemed to have elected to
withdraw the payroll deductions credited to the participants account at the
date of the participants death and the same will be paid promptly to said
beneficiary.
11. INTEREST.
No interest will be paid or allowed on
any money paid into the Plan or credited to the account of any participating
employee.
12. STOCK.
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(a)
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The maximum number of
shares of Common Stock available for issuance and purchase by employees
under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in Paragraph 17, shall be 1,250,000 shares of
Common Stock, par value $0.10 per share, of the Company. If the total
number of shares for which options are exercised on any Offering
Termination Date in accordance with Paragraph 8 exceeds the maximum number
of shares available for the applicable Offering or under the Plan, the
Company may either (i) make a pro rata allocation of the shares available
for delivery and distribution in an equitable manner, and then return to
each participant the balances of payroll deductions credited to such
participants account under the Plan or (ii) seek stockholder approval of
an increase in the shares available for issuance under the Plan, hold the
payroll deductions credited to the account of each participant under the
Plan until such time as either the stockholders approve the increase, in
which case the shares will be issued under the Plan, or the stockholders
do not approve the increase, in which case the Company would make the
allocation set forth in the preceding clause.
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(b)
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The participant will
have no interest in stock covered by his option until such option has been
exercised.
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13. ADMINISTRATION.
The Committee shall administer the
Plan. The interpretation and construction of any provision of the Plan and
adoption of rules and regulations for administering the Plan shall be made by
the Committee. Determinations made by the Committee with respect to any matter
or provision contained in the Plan shall be final, conclusive and binding upon
the Company and upon all participants, their heirs or legal representatives. Any
rule or regulation adopted by the Committee shall remain in full force and
effect unless and until altered, amended, or repealed by the
Committee.
14. DESIGNATION OF
BENEFICIARY.
A participant shall file with the Plan
Administrator a written designation of a beneficiary who is to receive any
Common Stock and/or cash under the Plan. The participant may change such
designation of beneficiary at any time by written notice. Upon the death of a
participant and upon receipt by the Company of proof of the identity and
existence at the participants death of a beneficiary validly designated by him
under the Plan, the Company shall deliver such Common Stock and/or cash to such
beneficiary. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
participants death, the Company shall deliver such Common Stock and/or cash to
the executor or administrator of the estate of the participant. No beneficiary
shall prior to the death of the participant by whom he has been designated,
acquire any interest in the Common Stock and/or cash credited to the participant
under the Plan.
15. TRANSFERABILITY.
Neither payroll deductions credited to
a participants account nor any rights with regard to the exercise of an option
or to receive Common Stock under the Plan may be assigned, transferred, pledged,
or otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Paragraph
10.
A-4
16. USE OF FUNDS.
The Company may use all payroll
deductions received or held by the Company under this Plan for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
17. EFFECT OF CHANGES OF COMMON
STOCK.
If the Company shall subdivide or
reclassify the Common Stock which has been or may be subject to options under
this Plan, or shall declare thereon any dividend payable in shares of such
Common Stock, or shall take any other action of a similar nature affecting such
Common Stock, then the number and class of shares of Common Stock which may
thereafter be subject to options under the Plan (in the aggregate and to any
participant) shall be adjusted accordingly and in the case of each option
outstanding at the time of any such action, the number and class of shares which
may thereafter be purchased pursuant to such option and the option price per
share shall be adjusted to such extent as may be determined by the Committee,
with the approval of independent public accountants and counsel, to be necessary
to preserve the rights of the holder of such option.
18. AMENDMENT OR
TERMINATION.
The Board may at any time terminate or
amend the Plan. No such termination shall affect options previously granted, nor
may an amendment make any change in any option theretofore granted which would
adversely affect the rights of any participant holding options under the Plan
without the consent of such participant.
19. NOTICES.
All notices or other communications by
a participant to the Company under or in connection with the Plan shall be
deemed to have been duly given when received by the Plan
Administrator.
20. EFFECT OF CERTAIN
TRANSACTIONS.
If the Company is a party to a
reorganization or merger with one or more other corporations, whether or not the
Company is the surviving or resulting corporation, or if the Company
consolidates with or into one or more other corporations, or if the Company is
liquidated or sells or otherwise disposes of substantially all of its assets to
another corporation (each hereinafter referred to as a Transaction), in any
such event while an Offering is in progress under Section 4 hereof, then: (i)
after the effective date of such Transaction options shall remain outstanding
and shall be exercisable in shares of Common Stock, or, if applicable, shares of
such stock or other securities, cash or property as the holders of shares of
Common Stock received pursuant to the terms of such transaction; or (ii) the
Board may accelerate the Offering Termination Date to a date coincident with or
prior to the effective date of such Transaction.
21. APPROVAL OF
STOCKHOLDERS.
The Plan was previously approved by the
stockholders of the Company. Stockholder approval shall be required to increase
the number of shares of Common Stock issuable under the Plan.
22. GOVERNMENTAL AND OTHER
REGULATIONS.
The Plan, and the grant and exercise of
the rights to purchase shares hereunder, and the Companys obligation to sell
and deliver shares upon the exercise of rights to purchase shares, shall be
subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may, in the opinion of counsel for the Company, be required. The Plan shall be
governed by, and construed and enforced in accordance with, the provisions of
Sections 421, 423 and 424 of the Code and the substantive laws of the State of
Delaware. In the event of any inconsistency between such provisions of the Code
and any such laws, such provisions of the Code shall govern to the extent
necessary to preserve favorable federal income tax treatment afforded employee
stock purchase plans under Section 423 of the Code.
* *
*
A-5
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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M63052-P42809
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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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Nominees:
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01) Kenneth Asbury
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06) J. Phillip London
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02) Michael A. Daniels
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07) James L. Pavitt
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03) James S. Gilmore III
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08) Warren R. Phillips
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04) William L. Jews
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09) Charles P. Revoile
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05) Gregory G. Johnson
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10) William S. Wallace
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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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3.
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To amend the 2002 Employee Stock Purchase Plan;
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4.
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To ratify
the appointment of Ernst & Young LLP as the Companys independent
auditors for fiscal year 2014.
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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 14,
2013
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 Hilton Arlington, 950 N. Stafford
Street, Arlington, VA 22203 on November 14, 2013 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 TEN NOMINEES TO THE COMPANY'S
BOARD OF DIRECTORS IN ITEM 1 AND "FOR" ITEMS 2-4 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