UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 10, 2011

Booz Allen Hamilton Holding Corporation

Delaware		001-34972		26-2634160
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8283 Greensboro Drive, McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 902-5000

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders

(a) The annual meeting of stockholders was held on August 10, 2011.

(b) The stockholders elected all of the Company’s nominees for director; ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the Company’s fiscal year 2012; approved the advisory vote on the compensation of the Company’s Named Executive Officers; and approved holding future advisory votes on the compensation of the Company’s Named Executive Officers every three years. The stockholders voted on these matters as follows:

Proposal 1:

Election of Directors

Nominees		Votes For		Votes Withheld		Broker Non-Votes
Ralph W. Shrader		109,751,805		9,185,865		9,716,433
Peter Clare		108,939,004		9,998,666		9,716,433
Philip A. Odeen		117,756,137		1,181,533		9,716,433

Proposal 2:

The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2012.

For		128,638,753
Against		6,594
Abstain		8,756

Proposal 3:

A non-binding advisory vote on the compensation program for the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis section of the proxy statement (a “say-on-pay” vote).

For		118,722,455
Against		57,993
Abstain		157,222
Broker Non-Votes		9,716,433

Proposal 4:

A non-binding advisory vote by stockholders on how frequently stockholders will be provided a “say-on-pay” vote.

1 year		9,809,580
2 years		399,368
3 years		108,516,880
Abstain		211,842
Broker Non-Votes		9,716,433

(d) A majority of the votes cast by stockholders voted, on an advisory basis, to hold future advisory votes on the compensation of the Company’s Named Executive Officers every three years as recommended by the Board of Directors. In accordance with these voting results, the Company has decided to include an advisory stockholder vote on the compensation of the Company’s Named Executive Officers in its proxy materials every three years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.