Booz Allen Hamilton Holding Corporation FY 2026 Earnings Call

Good morning, welcome to the Booz Allen Hamilton 2026 annual meeting of stockholders. At this time, all participants are in a listen-only mode. I will turn the call over to the company's Deputy General Counsel and Secretary, Jacob Bernstein.

Good morning. My name is Jacob Bernstein, I am Deputy General Counsel and Secretary of Booz Allen Hamilton Holding Corporation, which we will refer to during this meeting as Booz Allen. It is my pleasure to welcome you to our 2026 annual meeting of stockholders. Our meeting will have two parts, a formal proceeding and an informal question and answer period. During our formal proceeding, I will review some procedural aspects of the meeting, then our Chairman and CEO, Horacio Rozanski, will address the proposals outlined in our proxy statement and set forth in the agenda. We will open the polls for voting on these proposals. The Inspector of Election will canvass and record the votes and present a preliminary report of the results. After the votes have been tallied and recorded for each of the proposals, we will adjourn the formal meeting.

After the formal meeting, we will address questions appropriate to the company's business. It is now shortly after eight A.M. Eastern Daylight Time on July 22nd, this meeting is called to order. Please note that forward-looking statements may be made during this meeting that you should not place undue reliance on any such statements. Relevant risks, uncertainties, and other factors that could affect these statements are disclosed in our 10-K and other SEC filings. I would now like to introduce Horacio Rozanski, the Chairman of the Board and the CEO of Booz Allen. Horacio, the floor is yours.

Thank you, Jacob, good morning, everyone, welcome to our 2026 annual stockholders meeting. As Chairman, I will preside over this meeting, I would like to begin by welcoming and acknowledging our board of directors, our leadership team, and our employee stockholders who have joined us today. I have appointed Jacob Bernstein, our Corporate Secretary, to act as Secretary of this meeting and have selected James J. Raitt of Broadridge Financial Solutions to serve as our Inspector of Election. Mr. Raitt has executed on file with the company an oath of Inspector of Elections for this meeting. Finally, I would like to welcome Jill Wheeler and Caitlin Bell from Ernst & Young, our independent registered public accounting firm. They will be available during the question and answer period to respond to any questions concerning our financial statements.

I will now turn the meeting back to Jacob to address some procedural matters.

Thank you, Horacio. The agenda and the rules of conduct for today's meeting are posted on the web portal. Stockholders or proxy holders may ask questions in the designated field on the web portal. Please note that attendees are prohibited from recording any portion of the meeting. I have received the certified list of stockholders verifying who is entitled to receive notice of and have the right to vote at this meeting. Broadridge has presented me with an affidavit of mailing, which states that the notice of meeting and proxy materials were mailed commencing on June 11th to all stockholders of record as of June 1st. The Inspector of Election has informed me that a quorum is present today.

I declare that due notice of this meeting has been given, that a quorum is present, and that the meeting is lawfully convened for the purpose of transacting such business as may properly come before it.

Thank you, Jacob. The next order of business is a vote on each of the proposals set forth in our proxy statement, as required by Delaware law and our company's bylaws. To avoid restating the proposals, please refer to the agenda, where the proposals are summarized. Our board of directors recommends that you vote for management's proposals one, two, and three. Our board of directors recommends that you vote against proposal four, which was submitted by one of our stockholders. Operator, please open the line for the stockholder proponent. In accordance with the rules of conduct for this meeting, the stockholder proponent will have two minutes to present this proposal.

Hello, this is John Chevedden. Proposal four, shareholder right to act by written consent. Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote therein were present and voting, without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares. This includes that there be no additional requirements, including procedural requirements, in regard to shareholders acting by written consent other than those specified in Section 228, Delaware General Corporation Law. Shareholders acting by written consent is a means that shareholders of a company can put forth a proposal on a timely basis without waiting for the next annual shareholder meeting.

Many companies fail to understand that written consent is structured only for issues that have overwhelming shareholder support. Written consent is a shareholder right that requires the formal backing of a majority of all shares outstanding. This majority support requirement in reality is much more than majority support because it is not economically possible to contact a significant % of Booz Allen shares to get their formal backing. Thus, for an issue to still get majority support from all shares outstanding under a written consent, it could need 70% support from the Booz Allen shares that it is economically possible to reach. Many companies incorrectly give the impression that written consent gives too much influence to a minority The only role for a minority with written consent is to initiate a proposal that has a chance of obtaining 70% Booz Allen shareholder support.

Unless there is 70% Booz Allen shareholder support, an issue fails. Please vote yes, shareholder right by written consent, proposal four.

Thank you, sir. Operator, please close the line. If any stockholders would like to ask a question regarding this or any of these proposals, please submit your question through the web portal now.

We have no questions to address at this time. It is now approximately 8:06 A.M. Eastern Daylight Time on July 22nd, and I declare the polls open for voting on the proposals. The polls will remain open briefly. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. If you have sent in your proxy or voted already and do not want to change your vote, you do not need to take any further action.

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. Jacob, has the Inspector completed a preliminary tabulation of the votes?

Yes, I have been informed by the Inspector of Election that the ballots have been counted preliminarily and that each of proposals one, two, and three has been duly approved by the stockholders, and that proposal four has not been approved. Following this meeting, the final vote tabulation will occur, and the results will be filed with the SEC within four business days.

Thank you, Jacob. This concludes the formal portion of our meeting. I now declare the annual meeting of the stockholders of Booz Allen adjourned. With the formal portion of our stockholders meeting concluded, please allow me to offer a few comments. American technology leadership has never been more important, and Booz Allen is proud to play a key role in helping our nation stay ahead. Today, AI is turning agentic. Cyber threats are growing more autonomous, and powerful technologies are converging at an unprecedented pace. Against this backdrop, Booz Allen builds tech that works in the missions that matter most for national security, for homeland defense, and for the essential civilian services Americans count on. At the same time, government is reimagining how it operates and how it delivers mission outcomes. There is 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. We believe these shifts are good for our country, our customers, our company, and our stockholders. Over time, these changes will deliver greater value while giving us more flexibility to innovate. However, we know that changes of this scale also create near-term uncertainty and disruption. Fiscal year 2026, which ended March 31st, reflected that reality. It was a challenging year. Our results were shaped by significant market changes and a highly dynamic macro environment. Through it all, our team stayed laser-focused on what we could control. We executed with discipline, continued to invest for the future, and accelerated our strategic transformation. As a result, Booz Allen is stronger than we were a year ago. We are more focused, more agile, and better positioned to lead in a market defined by speed, accountability, and technology-driven outcomes.

We believe that our investments in AI, cyber, defense tech, and next-generation technologies will drive substantial shareholder value in the medium term. Across more than three decades at Booz Allen, I have never been more proud of this company. I have the honor of working with extraordinary people who are the best in the world. These technologists, mission experts, and leaders enable Booz Allen to build the very best tech and deliver outcomes that matter deeply for our nation. Our future is bright because of them. To our stockholders, thank you for being here today, and thank you for your continued investment in Booz Allen. We'll now proceed to the question period. Along with Jill and Caitlin, I will answer questions submitted that are appropriate to the company's business and appropriate for us to answer in this forum.

If there are any outstanding questions that are not answered, please contact our investor relations team at the following email address, investor_relations@bah.com. Jacob, do we have any questions at this time?

We have no questions to address at this time.

Thank you, Jacob. Thank you all who participated today. Let me close by once again expressing my gratitude to Booz Allen's leaders and employees, to our customers, and to you, our investors, for your continuing support. This concludes our meeting. The meeting has now concluded.

Thank you for joining, and have a pleasant day.