Booz Allen Hamilton Holding Corporation (BAH) Earnings Call Transcript & Summary

Good morning and welcome to the Booz Allen Hamilton 2020 Annual Meeting of Stockholders. [Operator Instructions] I'd now like to turn the conference over to the company's Deputy Counsel and Secretary, Mr. Jacob Bernstein.

Good morning, ladies and gentlemen. My name is Jacob Bernstein, and I am Deputy General Counsel and Secretary of Booz Allen Hamilton Holding Corporation. It is my pleasure to welcome you to our 2020 Annual Meeting of Stockholders. In light of the continued public health concerns relating to the COVID-19 pandemic, we are hosting this year's annual meeting in a virtual format. We hope that everyone is safe and healthy. As is our custom, our meeting today will have 2 parts: a formal proceeding and an informal question-and-answer period. During our formal proceeding, I will review certain procedural aspects of the meeting. And then our Chairman, Dr. Ralph Shrader, will address the proposals outlined in our proxy statement and set forth in the agenda. He will then open the polls for voting on these proposals. The inspector of election will canvass and record the votes and present a preliminary report of the results. After the results have been tallied and recorded for each of the proposals, we will adjourn the formal meeting. After the formal meeting, Dr. Shrader; and our President and CEO, Horacio Rozanski, will address questions appropriate to the company's business. If there are any outstanding questions that are not answered, please contact us at [email protected]. It is now shortly after 8 a.m. Eastern Daylight Time on July 29, 2020, and this meeting is officially called to order. Before we begin, please note that forward-looking statements may be made during this meeting and that you should not place undue reliance on any such statements. Relevant risks, uncertainties and other factors that could affect these statements are disclosed in our 10-K and other SEC filings. At this time, I would like to introduce Dr. Ralph Shrader, the Chairman of the Board of Booz Allen Hamilton Holding Corporation. Dr. Shrader, the floor is yours.

Thank you, Jacob, and good morning, ladies and gentlemen. I want to welcome all of you who have joined us to our 2020 Annual Stockholders' Meeting. As Chairman, I will preside over this meeting today, and I would like to begin by welcoming our President and CEO, Horacio Rozanski. I would also like to acknowledge members of our Board, members of our leadership team and our employee stockholders who have joined us today. In addition, I would like to thank our Director, Pete Clare, for his leadership and service on the Board. Mr. Clare has served as a director since 2008 and has decided not to stand for reelection at this annual meeting. His strategic vision, industry insight and financial acumen have been invaluable to the company, to me and to our fellow directors. We will miss you, Pete. I have appointed Jacob Bernstein, our Corporate Secretary, to act as secretary of this meeting and have selected [ James J. Rate ] of Broadridge Financial Solutions to serve as our inspector of election. [ Mr. Rate ] has executed and filed with the company an oath of inspector of election for this meeting. Finally, I would like to welcome Brenda McAuliffe and David McGarry, who are representatives of Ernst & Young, our independent registered public accounting firm. Brenda and David will be available during the question-and-answer period to respond to any questions that you might have concerning our financial statements. I will now turn the meeting back over to Jacob to address the procedural matters.

Thank you, Dr. Shrader. The agenda and the rules of conduct for today's meeting are posted on the web portal. Please abide by the rules of conduct to help ensure an orderly meeting. [Operator Instructions] Please note that we are recording this meeting, and attendees are prohibited for making their own recordings for any portion of the meeting -- of any portion of the meeting. I have received a certified list of stockholders, verifying who is entitled to receive notice of and have the right to vote at this meeting. Broadridge has presented me with an affidavit of mailing, which states that the notice of meeting and accompanying proxy materials were mailed commencing on June 29, 2020, to all stockholders of record as of June 8, 2020. And the inspector of election has informed me that a quorum is present today. I declare that due notice of the meeting has been given, that a quorum is present and that the meeting is lawfully convened for the purpose of transacting such business as may properly come before it.

Thank you, Jacob. The next order of business is a vote on each of the proposals set forth in our proxy statement as required by Delaware Law and our company's bylaws. In order to avoid restating each of the proposals, I ask you please refer to the agenda where each proposal is summarized. Our Board of Directors recommends that you vote for proposals 1, 2, 3 and 4. The first item of business is the vote on proposal #1, the election of directors. The second item of business is the vote on proposal #2, the ratification of our independent accounting firm, Ernst & Young. The third item of business is the vote on proposal #3, a nonbinding advisory vote on executive compensation. The fourth item of business is the vote on proposal #4, approval of the adoption of the fifth amended and restated certificate of incorporation to, among other things, eliminate the classification of the Board of Directors. [Operator Instructions].

Dr. Shrader, there are no questions to address at this time.

Thank you again, Jacob. It is now 8:05 a.m. Eastern Daylight Time on July 29, 2020. I now declare the polls open for voting on the proposals. The polls will remain open briefly. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions found there. If you have sent in your proxy or voted already and do not want to change your vote, you do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. Jacob, has the inspector completed the preliminary tabulation of the votes?

Yes. I have been informed by the inspector of election that the ballots have been counted preliminarily and that each of proposals 1, 2, 3 and 4 have been duly approved by the stockholders. As soon as possible, following this meeting, the final vote tabulation will occur, and the results will be posted on the Investor Relations portion of our company website and filed with the SEC.

Thank you, Jacob. Ladies and gentlemen, this concludes the formal portion of our Annual Meeting of Stockholders. I now declare the Annual Meeting of the Stockholders of Booz Allen Hamilton Holding Corporation adjourned. With the formal portion of our stockholders' meeting concluded, I want to close with some brief observations. As Horacio noted on the May 26 earnings call, fiscal year 2020 was another outstanding year for Booz Allen. The company ended fiscal 2020 with a record revenue and earnings, industry-leading dividend growth and approximately 20% total shareholder return. This strong financial footing and the firm's talented, passionate people enabled Booz Allen to quickly respond to the challenge of the COVID-19 pandemic. Hitting with full force just as our fiscal year was ended, these challenges continue to face our company, clients and community. Booz Allen has responded exceptionally well, sustaining our mission-critical client work without interruption. Today, a large majority of our billable work is being delivered and delivered superbly by telework. Our work which requires staff to be on-site at critical facilities is being done at a high level of performance and safety. On April 1, 2020, Booz Allen announced an unprecedented decision to reallocate $100 million to invest in job security and benefits for its employees and significant grants to community service organizations. Last month, to underscore the firm's commitment to racial and social justice, Booz Allen launched a 6-part action agenda to increase representation of people of color at all levels in the firm to provide increased personal time and education about diversity and inclusion and to make racial and social justice a major element of our corporate voice and philanthropy. I could not be more proud of this institution. And I am confident that Booz Allen will be even stronger in the future because of the way its people and leaders have risen to these challenges. I hope you share that pride and confidence. Thank you for being here today, and thank you for your investment in Booz Allen. We will now proceed to the question period. We will seek to answer questions submitted that are appropriate to the company's business and appropriate for us to answer given that our earnings call is on Friday. If there are any outstanding questions that are not answered, please contact our Investor Relations at [email protected]. Jacob, do we have any questions to address at this time?

We have no questions to address at this time.

Well, thank you, Jacob. And thank you to all stockholders who participated today. Let me close by saying that this has been a challenging and exceptional year for us, and I want to thank all of our stockholders for their support. This concludes our meeting. Thank you.

Thank you, and thank you for attending today's presentation. You may now disconnect your lines.