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CACI > SEC Filings for CACI > Form 8-K on 25-Mar-2014All Recent SEC Filings

Show all filings for CACI INTERNATIONAL INC /DE/



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fina

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective March 20, 2014, the Board of Directors of CACI International Inc (the "Company") approved amendments to Section 1 of Article II and Section 4 of Article III of the Company's Amended and Restated By-laws ("By-laws"), which are provisions dealing with advance notice of business proposals and director nominations by shareholders.

In general, the amendments consolidate the advance notice provision for business proposals and proposed director nominees into a unified procedure, as opposed to two distinct procedures. No change was made to provisions regarding the timing of notice.

Also, the required shareholder notice has been modified in an effort to ensure full disclosure regarding the economic and voting interests of proponents. To that end, among other things the amended By-laws require disclosure of any "acting in concert" relationships or affiliations; expand the disclosure of the ownership of Company equity to include derivative and synthetic forms of ownership; and require the proposed nominee to disclose any relationship or affiliation with any other person regarding his or her commitment for voting as a director or regarding compensation related to his or her service as a director of CACI. The Company feels that this additional disclosure will better enable shareholders to assess and review business proposals and director nominations.

The foregoing description of the amendments to the Company's By-laws is qualified in its entirety by reference to the full text of the amended By-laws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 3.1 Amended and Restated By-laws of CACI International Inc amended as of March 20, 2014

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