Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On July 31, 2020, Booz Allen Hamilton Holding Corporation (the "Company")
amended and restated its certificate of incorporation. The Fifth Amended and
Restated Certificate of Incorporation, among other things, provides for (i) the
phased elimination of the Company's classified board structure and (ii) the
removal of references to the Company's former private equity sponsor, which no
longer apply. In addition, the Fifth Amended and Restated Certificate of
Incorporation specifies that directors may be removed with or without cause,
once the board of directors is unclassified. The Fifth Amended and Restated
Certificate of Incorporation was approved by the Company's stockholders at the
July 29, 2020 Annual Meeting of Stockholders of the Company.
Effective as of July 31, 2020, the Company's board of directors amended and
restated the Company's bylaws to reflect the phased elimination of the Company's
classified board structure and to similarly remove references to the Company's
prior private equity sponsor.
The foregoing descriptions of the Fifth Amended and Restated Certificate of
Incorporation and Fourth Amended and Restated Bylaws do not purport to be
complete and are qualified in their entirety by reference to the full text of
the Fifth Amended and Restated Certificate of Incorporation and Fourth Amended
and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2 to this
Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company expects to present the attached materials to certain investors on
August 6, 2020 and the materials may be used by the Company in various other
presentations to investors. A copy of the materials is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
3.1 Fifth Amended and Restated Certificate of Incorporation of Booz
Allen Hamilton Holding Corporation
3.2 Fourth Amended and Restated Bylaws of Booz Allen Hamilton Holding
99.1 Investor Presentation
104 Cover Page Interactive File (embedded within the Inline XBRL
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