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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): June 4, 2025 (June 2, 2025)
___________________________________
 Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter) 
___________________________________
 
 
Delaware 001-34972 26-2634160
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS 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 
___________________________________
 
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common StockBAHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of June 9, 2025, the Board of Directors (the “Board”) of Booz Allen Hamilton Holding Corporation (the “Company”), upon the recommendation of the Company’s Nominating and Corporate Governance Committee of the Board, increased the number of directors serving on the Board from twelve to thirteen.

On June 2, 2025, the Board appointed Robert C. O’Brien as a new member of the Board, effective June 9, 2025, upon the recommendation of the Company’s Nominating and Corporate Governance Committee. Mr. O'Brien will serve for a term expiring at the Company’s 2025 annual meeting of stockholders. Mr. O'Brien has been appointed to serve on the Board’s Compensation, Culture and People Committee and Nominating and Corporate Governance Committee.

Mr. O'Brien will receive a pro rata portion of the standard compensation for service on the Board. For the period beginning on August 1, 2024 through July 31, 2025, the standard compensation for the Company’s unaffiliated directors is equal to $345,000, to be paid $225,000 in restricted shares of Class A Common Stock of the Company, par value $0.01 (the “Restricted Common Stock”), granted under our Equity Incentive Plan, and $120,000 in either cash, Restricted Common Stock, or a combination thereof, as elected by the director. In addition, the Company will enter into an indemnification agreement with Mr. O'Brien pursuant to which the Company is required to indemnify Mr. O'Brien against certain liabilities which may arise by reason of his status or service as a director and to advance expenses to him, subject to reimbursement if it is determined that he is not entitled to indemnification. The form of such indemnification agreement has been filed as exhibit 10.23 to the Company’s Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on June 21, 2010, as last amended on November 8, 2010.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the appointment of Mr. O'Brien to the Board is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits 
Exhibit
No.		  Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.
                                
Booz Allen Hamilton Holding Corporation
BY:/s/ Joshua E. Petty
Joshua E. Petty
Executive Vice President and General Counsel
Date: June 4, 2025

Booz Allen Appoints Ambassador Robert C. O’Brien to Board of Directors National security leader brings deep expertise McLean, Virginia - June 4, 2025 - Booz Allen Hamilton Holding Corporation (NYSE: BAH), the parent company of advanced technology company Booz Allen Hamilton Inc., announced today that it has appointed Ambassador Robert C. O’Brien to the Board of Directors, eIective June 9, 2025. He will serve on the board’s nominating and corporate governance committee and compensation, culture, and people committee. O’Brien was the U.S. National Security Advisor from 2019-2021 and has been appointed to serve on the President’s Intelligence Advisory Board (PIAB) in President Trump’s second term. He is the co- founder and chairman of American Global Strategies LLC. O’Brien brings expertise in U.S. national security, policy, and the defense industrial base to Booz Allen. As National Security Advisor, O’Brien served as the President’s principal advisor on all aspects of American foreign policy and national security aIairs. Earlier, he held positions including Special Presidential Envoy for Hostage AIairs, Co-Chairman of the U.S. Department of State Public-Private Partnership for Justice Reform in Afghanistan, and U.S. Representative to the 60th session of the UN General Assembly. He also served as a Major in the Judge Advocate General’s Corps of the U.S. Army Reserve. His distinguished career recognitions include the National Security Medal, the National Intelligence Distinguished Service Medal, the Department of Defense Medal for Distinguished Public Service, the National Defense Medal, the Legion d’honneur (Chevalier), the Republic of China (Taiwan) Order of the Brilliant Star with Special Grand Cordon, and the Kosovo Presidential Medal of Merits, among others. "Ambassador O’Brien’s unique understanding of national security and geopolitics will bring tremendous value to Booz Allen and our work on America’s most critical missions," said Horacio Rozanski, Booz Allen Chairman, CEO and President. "His contributions will enrich our Board as we collaborate and serve Booz Allen’s stockholders, customers, people, and the nation.” O’Brien earned a bachelor’s degree in political science cum laude from UCLA and received his law degree from the UC Berkeley School of Law. He currently serves as chairman of the Global Taiwan Institute (GTI) Task Force on US-Taiwan Relations, chairman of the board of directors of the Richard Nixon Foundation, and co-chair of the Center for Strategic and International Studies (CSIS) Commission on Hostage Taking and Wrongful Detention. He is also a Distinguished Senior Fellow at the Pepperdine School of Public Policy and a Carnegie Distinguished Fellow at the Columbia University Institute of Global Politics. About Booz Allen Hamilton Booz Allen is an advanced technology company delivering outcomes with speed for America’s most critical defense, civil, and national security priorities. We build technology solutions using AI, cyber, and other cutting-edge technologies to advance and protect the nation and its citizens. By focusing on outcomes, we enable our people, clients, and their missions to succeed—accelerating the nation to realize our purpose: Empower People to Change the World®.

 
With global headquarters in McLean, Virginia, our firm employs approximately 35,800 people globally as of March 31, 2025, and had revenue of $12.0 billion for the 12 months ended March 31, 2025. To learn more, visit www.boozallen.com. (NYSE: BAH) Contact Media Relations: Jessica Klenk, Klenk_Jessica@bah.com Investor Relations: Dustin Darensbourg, Investor_Relations@bah.com

 
v3.25.1
Cover
Feb. 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 02, 2025
Entity Registrant Name Booz Allen Hamilton Holding Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-34972
Entity Tax Identification Number 26-2634160
Entity Address, Address Line One 8283 Greensboro Drive,
Entity Address, City or Town McLean,
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (703)
Local Phone Number 902-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol BAH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001443646
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