Booz Allen Hamilton shareholders reject written consent proposal, approve all management proposals

MarketBeat | Wed, July 22, 2026 at 6:02 AM PDT | 5 min read

• BAH -0.39%

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 security, and defense. He noted that the company is positioned to benefit from shifts in artificial intelligence, cybersecurity, defense technology, and government procurement. However, he also described fiscal 2026 as a challenging year, citing significant market and macro uncertainty.