Booz Allen Hamilton Shareholders Back Board, Reject Written Consent Push

Key Points

• Booz Allen Hamilton shareholders approved the company’s three management proposals at its 2026 annual meeting and rejected a shareholder proposal seeking expanded action by written consent.
• The rejected proposal, backed by investor John Chevedden, would have allowed shareholders to act by written consent with the minimum votes needed to approve an action at a meeting where all eligible voters were present.
• CEO Horacio Rozanski said Booz Allen is positioned to benefit from shifts in AI, cyber, defense technology and government procurement, though he described fiscal 2026 as a challenging year amid significant market and macro uncertainty.

Booz Allen Hamilton NYSE: BAH held its 2026 annual meeting of stockholders on July 22, with shareholders approving the company’s three management proposals and rejecting a shareholder proposal seeking to expand the right to act by written consent.

The virtual meeting was led by Jacob Bernstein, Booz Allen’s Deputy General Counsel and Secretary, and Horacio Rozanski, the company’s Chairman and Chief Executive Officer. Bernstein said a quorum was present and that notice of the meeting and proxy materials had been mailed beginning June 11 to stockholders of record as of June 1.

Shareholders Approve Management Proposals

Rozanski said the board recommended that stockholders vote in favor of management proposals one, two and three, and against proposal four, which had been submitted by a stockholder. The transcript did not detail the substance of the first three proposals beyond noting that they were outlined in the company’s proxy statement.

After voting closed, Bernstein said the Inspector of Election had completed a preliminary tabulation. He reported that proposals one, two and three had been “duly approved” by stockholders, while proposal four had not been approved. Bernstein said the final vote tabulation would be filed with the Securities and Exchange Commission within four business days.

Written Consent Proposal Rejected

Proposal four was presented by John Chevedden, a private investor and shareholder proponent. Chevedden asked shareholders to support a proposal requesting that Booz Allen’s board take steps to permit shareholders to act by written consent with the minimum number of votes required to authorize an action at a meeting where all shareholders entitled to vote were present and voting.

Chevedden argued that the right to act by written consent would allow shareholders to put forward proposals on a timely basis without waiting for the next annual meeting. He said written consent is designed for issues with broad shareholder support and requires formal backing from a majority of all shares outstanding.

“Many companies incorrectly give the impression that written consent gives too much influence to a minority,” Chevedden said, adding that, in his view, a minority’s role would be limited to initiating a proposal capable of attracting broad support.

CEO Cites Technology Shifts and Market Uncertainty

Following the formal portion of the meeting, Rozanski offered remarks on Booz Allen’s market positioning and operating environment. He said “American technology leadership has never been more important” and described Booz Allen’s work as focused on national security, homeland defense and essential civilian services.

Rozanski pointed to several technology and market trends, including the development of “agentic” artificial intelligence, increasingly autonomous cyber threats and the convergence of powerful technologies. He also said the government is placing greater emphasis on speed, commercial technology, outcome-based acquisition and accountability.

“Booz Allen has been advocating, preparing, and investing for these types of changes for years,” Rozanski said. He added that the company believes those shifts will be positive for the country, its customers, Booz Allen and its stockholders over time, while acknowledging that large-scale changes can create near-term uncertainty and disruption.

Fiscal 2026 Described as Challenging

Rozanski said fiscal 2026, which ended March 31, reflected that uncertainty. He described the year as challenging, with results shaped by “significant market changes and a highly dynamic macro environment.”

He said the company focused on execution, investment and strategic transformation during the period. “As a result, Booz Allen is stronger than we were a year ago,” Rozanski said. “We are more focused, more agile, and better positioned to lead in a market defined by speed, accountability, and technology-driven outcomes.”

Rozanski said Booz Allen believes its investments in artificial intelligence, cyber, defense technology and next-generation technologies will drive “substantial shareholder value in the medium term.”

No stockholder questions were submitted during the meeting’s question-and-answer period, Bernstein said. Ernst & Young representatives Jill Wheeler and Caitlin Bell were present and available to respond to questions concerning the company’s financial statements, according to Rozanski.

About Booz Allen Hamilton (NYSE:BAH)

Booz Allen Hamilton Holding Corporation is a publicly traded management and technology consulting firm headquartered in McLean, Virginia. The company provides a wide range of professional services and solutions in strategy, analytics, digital transformation, engineering and cyber security. Its expertise spans from supporting federal civilian agencies to defense, intelligence and homeland security organizations, as well as select commercial industries.

Key offerings include data analytics and artificial intelligence applications, software development and modernization, systems integration, and cyber risk management.

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