CACI International Inc (CACI)
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AGM 2021

Nov 11, 2021

Michael A. Daniels
Chairman of the Board of Directors, CACI International Inc

Good morning, and welcome to CACI's 2021 Annual Meeting of Shareholders. I am Mike Daniels, Chairman of the Board of Directors, and I will be presiding at this meeting. The Annual Meeting of Shareholders of CACI International is hereby called to order. As the agenda states, later this morning, President and CEO John Mengucci will review CACI's overall performance and provide operational highlights. But first, as Chairman, I'd like to present some of my perspectives from this past year. First, CACI's Board of Directors is proud to say that CACI has continued to successfully serve its mission as we navigate the effects of COVID-19 has had on our employees and customers. We have achieved success through continued and effective communication with our customers and employees and are committed to ensuring we can serve our customers' missions with minimal disruptions.

Second, I would like to take a moment to recognize the contributions of Dr. Jack London, the founder of modern-day CACI and our former Chairman of the Board and Executive Chairman, who passed away earlier this year. His dedication to CACI was unsurpassed, his contributions innumerable, and his commitment to doing the right thing unqualified. Jack was an exceptional leader, a legend in our industry, and a great patriot who loved America and served his country. Third, this meeting also marks the end of another era. Warren Phillips, a director for 47 years, and Charlie Revoile, a director for 28 years with this meeting, conclude their remarkable tenures as board members. The height that CACI has reached is due in no small part to their dedicated service and immeasurable contributions. We shall miss them and thank them for all they have done for our company.

Finally, CACI's continued performance through the transitions and challenges faced over the past year have only reinforced our commitment to CACI's two pillars of our culture: character and integrity, and innovation and entrepreneurship. The importance of this commitment is reflected in the critical national security missions we support and the continued growth in the value of CACI. We will continue to be a full and trusted partner to our national security forces in all their missions and endeavors. As CACI's motto says, "We remain ever vigilant to the threats and the part we play in making the world a safer place," and the past year demonstrates how CACI has become a better, stronger, and more resilient partner and company. I will now turn the floor over to Bill Koegel, Executive Vice President, General Counsel, and Secretary of the Company. Mr. Koegel joined CACI in 2014.

As a former partner of the D.C. law firm of Steptoe & Johnson, he served as outside counsel to the company for over 20 years. I have delegated authority to Mr. Koegel to supervise the transaction of all business scheduled to come before this meeting. Bill, I turn the meeting over to you.

Bill Koegel
EVP, General Counsel, and Secretary, CACI International Inc

Thank you, Mike. Welcome all of our shareholders who are participating in the annual meeting of CACI shareholders. I'll first introduce the nominees for election to our Board of Directors and some of our other company officials. We have 11 nominees. Michael A. Daniels. Mr. Daniels has served as an independent director since 2013 and was elected Chairman of the Board of Directors for CACI on January 20, 2021. He brings extensive tech industry experience after serving as both a senior executive and a director of public software and technology companies. Mr. Daniels also served as a senior executive at SAIC, and he is a board member for numerous companies, including Mercury Systems Incorporated, BlackBerry, and 26 Technologies. His distinguished service and leadership has also been recognized by the National Association of Corporate Directors, who named him to the 2019 NACD Directorship 100 list. Lisa S. Disbrow. Ms.

Disbrow is the former Undersecretary of the United States Air Force and Acting Secretary of the United States Air Force and is a new nominee for 2021. She has more than 32 years of experience in national security and broad experience serving on public boards for providers of technology and solutions both commercially and to government customers, including Perspecta, Mercury Systems, and BlackBerry. Susan M. Gordon. Ms. Gordon has served as an independent director since April of 2020 and has more than 30 years of leadership experience across a broad spectrum of complex issues, most notably in the development of innovative technology solutions and transformative outcomes for the intelligence community. She was recently honored for her contributions as the recipient of the 2021 Intelligence and National Security Alliance's William Oliver Baker Award. Ms.

Gordon served for 27 years at the Central Intelligence Agency, rising to senior executive positions in each of the agency's then four directorates: Operations, Analysis, Science and Technology, and Support. William L. Jews. Mr. Jews has served as an independent director since 2013 and has over 25 years of experience as a senior executive in leading organizational growth, completing successful mergers and acquisitions, achieving profit goals, and delivering superior customer service. Mr. Jews has served as the CEO of several healthcare companies, including CareFirst Incorporated, and has served as a director for several companies, including the Ryland Group and the CalAtlantic Group Incorporated. He currently serves as the director of Choice Hotels International. Mr. Jews was recognized for his corporate leadership by the NACD, who named him to the 2020 NACD Directorship 100 list. Gregory G. Johnson.

Admiral Johnson has served as an independent director since 2006 and brings valuable insights into the Department of Defense, Intelligence, and international communities. During his 36-year naval career, he commanded at every level. In his last assignment as Commander of U.S. Naval Forces Europe, Naval Forces Africa, he was responsible for naval operations throughout the European and African areas of responsibility and oversaw missions with NATO and Southeastern Europe. Since retiring from the Navy, Admiral Johnson founded Snow Ridge Associates. He is active on numerous nonprofit boards and serves in several civic and community organizations and institutions. Ryan D. McCarthy. Mr. McCarthy is a new nominee for 2021. He has extensive experience in national security, having served at the most senior levels within the Department of Defense. He formerly served as United States Secretary of the Army and Special Assistant to the Secretary of Defense. Mr.

McCarthy has also held senior positions at Lockheed Martin Corporation with responsibility for the company's global security policy. Philip O. Nolan. Mr. Nolan is another new nominee for 2021. He has extensive operating experience in the public sector technology marketplace and substantial experience with venture capital, corporate finance, and private equity investment activities. Mr. Nolan currently serves as Managing Director at Blue Delta Capital Partners, formerly served as Chief Executive Officer of Stanley, Inc. and Camber Corporation, as well as having served as the lead independent director for Perspecta. James L. Pavitt. Mr. Pavitt has served as an independent director since 2008 and brings over 35 years of experience in the intelligence community to the board, including his service as Deputy Director for Operations at the Central Intelligence Agency. As Head of America's Clandestine Services, Mr. Pavitt led the CIA's operational response to the attacks of September 11, 2001.

He now provides strategic risk advisory services as the founding partner and president of JLP Associates. Deborah A. Plunkett. Ms. Plunkett joined as an independent director in July 2018. She has extensive experience in cyber and national security, having served in multiple senior leadership positions in the National Security Agency. Ms. Plunkett currently serves on the board of Nationwide Insurance and BlueVoyant. She is also a senior fellow at Harvard University's Belfer Center and a professor in the Cybersecurity Graduate Program at the University of Maryland. She was recently appointed a director at Mercury Systems. Ms. Plunkett was named as a 2019 Most Influential Corporate Board Director by WomenInc. Magazine. General William Scott Wallace, U.S. Army retired. General Wallace has served as an independent director since 2009 after retiring as a distinguished U.S. Army General with a 39-year record of military service.

He was the architect of the Army's reorganization and the continuation of military operations in Iraq and Afghanistan and developed the organizational, technical, and warfighting requirements for the Future Combat Systems and other Army modernization efforts. As the former commander of the 5th U.S. Corps during the opening campaign of Operation Iraqi Freedom, General Wallace led 140,000 soldiers from Kuwait to Baghdad and subsequently directed the occupation of western and northern Iraq. John S. Mengucci. John joined CACI in 2012 and was appointed as President and Chief Executive Officer in June 2019. At that point in time, he became a director of CACI. Under his leadership, CACI continues to develop innovative and differentiated technology offerings aimed at serving our customers while driving further shareholder value.

Over the past year, CACI has successfully delivered growth and margin expansion, won business across our addressable market, and closed strategic acquisitions to enhance our capabilities across our large addressable market. For more information about each of these directors, please review the director biographies included in our proxy statement. At this point in time, I'd now like to introduce some of our senior officers. Thomas A. Mutryn. Tom is our Executive Vice President, Chief Financial Officer, and Treasurer of the company. Tom joined CACI in October 2006. DeEtte Gray. DeEtte joined CACI in 2017 and is President of the Business and Information Technology Solutions Sector, one of CACI's three sectors. Meisha Lutsey. Meisha joined CACI in 2010. She serves as President of the Operations, Support, and Services Sector. And Todd Probert. Todd joined CACI in 2020 and serves as President of the National Security and Innovative Solutions Sector.

Gregory R. Bradford. Greg is Chief Executive of CACI Limited and President of UK Operations. He's managed our UK and European business since 1985. Other CACI executives and employee shareholders are also here with us today virtually. A special welcome to all. I'd also like to introduce Jill Weader and Michael Zilkowski from Ernst & Young, the company's appointed independent auditors, who will be available to respond to questions related to our financial statements during the question and answer period of this meeting. Also with us are Travis Johnson, the Senior Vice President and Controller of the company, and Tony Franklin, the Vice President and Deputy General Counsel, who've been appointed as inspectors of election. I'll now turn to the business portion of the meeting.

As a threshold matter, I remind everybody that we will be following the agenda and conducting this meeting in accordance with the materials made available to you this morning. The inspectors of election have informed me that notice of the meeting was duly given on or about September 30, 2021, as evidenced by an affidavit of mailing delivered by the company's secretary. A copy of the notice of meeting, affidavit of mailing, and all documents concerning the call and notice of this meeting will be filed in the minute books of the company as part of the record of this proceeding. Second, all shareholders of record as of the close of business on September 15, 2021, are entitled to vote at today's annual meeting, and a list of shareholders entitled to vote is available for inspection.

The inspectors of election have reported to me that there are present at this meeting in person or by proxies the holders of over 21 million shares of CACI Common Stock, which represents approximately 91% of the outstanding common stock of the company at the record date. Since a majority of the voting power of the issued and outstanding common stock entitled to vote at this meeting is present in person or by proxy, a quorum is present for all purposes, and the meeting is declared lawfully and officially convened, competent to transact the business for which it has been called. The agenda for today's meeting consists of four formal business items. One, the election of directors. Two, the advisory approval of the company's executive compensation. And three, the ratification of the appointment of Ernst & Young LLP as independent auditors for fiscal year 2022.

These items will be followed by remarks from our CEO, John Mengucci. We've set aside time for comments and general questions on operations after the briefings and after the formal business matters have concluded. Please hold your questions and comments until that time. Each of the three business matters to be acted upon today will be introduced individually. Persons who wish to comment on the proposals will be given an opportunity to comment on the proposals after all proposals have been presented. We ask that any shareholder who wishes to comment please identify themselves and their status as a shareholder. Comments or questions during this portion of the meeting will be restricted to the proposals presented. Shareholders who wish to vote may also do so by clicking on the voting button on the web portal and following the instructions there.

Shareholders who have sent in proxies or voted via telephone or internet and who do not want to change their vote do not need to take any further action. The polls are now open and will close when I announce their closure later in the meeting. I now present the nominees for election to the Board of Directors. The Board of Directors has nominated Michael A. Daniels, Lisa S. Disbrow, Susan M. Gordon, William L. Jews, Gregory G. Johnson, Ryan D. McCarthy, John S. Mengucci, Philip O. Nolan, James L. Pavitt, Deborah A. Plunkett, and William S. Wallace to be elected by the shareholders to serve as directors of the company until the next annual meeting and until their successors are duly elected and qualified. Being no further nominations, the nominations are closed.

The meeting will now proceed to the proposal to approve on a non-binding advisory basis: the compensation of our named executive officers. The Board of Directors has recommended that the shareholders vote to approve a non-binding advisory vote on compensation of our named executive officers. Third matter for consideration by the shareholders is the ratification of the appointment of Ernst & Young as the company's independent auditors. The Board of Directors has recommended that the shareholders ratify the appointment of Ernst & Young LLP as auditors to examine and report on the company's financial statements for the present fiscal year ending June 30, 2022. If any shareholders would like to make a comment regarding any of these three proposals, please submit your comment to the web portal at this point in time.

Also, any shareholder who has not yet voted or who wishes to change their vote may do so now. We're going to have a short pause while we determine whether there are any comments submitted on the three proposals and to permit any shareholder who has not voted to do so or if they wish to change their vote to do that as well. All right. Having received no comments from shareholders on any of the three proposals and as no other business has properly come before the annual meeting, I'll now ask that the inspectors of election to tabulate the final vote during the voting tabulation. John Mengucci, the company's Chief Executive Officer, will provide a company update. John, over to you.

John Mengucci
President and CEO, CACI International Inc

Thanks, Bill. Ladies and gentlemen, fellow shareholders, welcome to CACI International's annual shareholders meeting.

In fiscal year 2021, we delivered another year with strong financial results as we continued to deliver on our commitments to grow above market, expand margins, and deploy capital for long-term shareholder value. We generated revenue growth of 6%, adjusted EBITDA margins of 11.1%, and robust cash flow. Our organic revenue growth was 5%, ahead of our underlying addressable market, and we delivered a healthy margin expansion. We also won a total of $9.2 billion of contract awards, with over 40% of that new business to CACI. That represents a 1.5 times book-to-bill for the year, with a healthy mix of recompete wins to preserve our base and new awards to drive future growth. Our backlog stood at more than $24 billion, up 12% compared to a year ago, providing nearly four years of revenue at our current run rate.

We delivered these results while navigating the persistent challenges of COVID-19. I could not be prouder of all of our employees who continue to support our customers while ensuring the health and safety of themselves and those around them. While we continue to grow organically and expand margins, we are also investing to position CACI to continue generating long-term success and shareholder value. For our people, we are investing in leadership with the right vision, experience, and business acumen to continue taking the company to new levels. We doubled down on our university partnerships and internship program to create a great pipeline of top talent, and we are investing in our people across the company with enhanced benefits, additional training and certification opportunities, and expanded workplace flexibility, as well as providing whatever is necessary to keep our people safe during the pandemic.

In addition to our people, we are also investing internally in our capabilities to meet our customers' needs while enhancing CACI's differentiation and competitive position in the market. Simply put, we are investing ahead of our customers' needs. These investments are generating intellectual property and differentiation in technologies like artificial intelligence, cyber, photonics, and 5G, as well as in the convergence of signals intelligence, electronic warfare, cyber, and communications. At the center of these investments is new technologies as software. CACI's world-class software development capabilities provide speed, agility, and flexibility as we deploy new offerings to our customers. On the capital deployment front, we are committed to a flexible and opportunistic strategy with all options on the table to drive long-term shareholder value. In fiscal year 2021, we closed on our acquisition of Ascent Vision Technologies, or AVT.

AVT expands our mission technology capabilities by adding best-in-class electro-optical and infrared, or EO/IR, imaging technologies. Their offerings provide onboard artificial intelligence-driven image processing, a great example of technology enabled by software. In the first quarter of fiscal year 2022, we announced the acquisition of two companies that provide mission technology to sensitive government customers. Their capabilities include open-source intelligence solutions, specialized cyber, and satellite communications. These are areas of significant growth potential over the next several years. One of the companies, Bluestone Analytics, is focused on open-source intel in the dark web, a domain of increasing importance not only for law enforcement but also for every aspect of national security and intelligence gathering, and just last week, we announced the acquisition of SA Photonics, a leader in the development and deployment of multi-domain photonics technologies for free space optical communications.

The combination of CACI and SA Photonics creates the leading U.S.-based laser communications provider supporting space, airborne, and terrestrial communications to U.S. government and commercial customers. In addition to M&A, in March of fiscal year 2021, we announced a $500 million accelerated share repurchase and completed it in September. This was a value-creating return of cash to shareholders and demonstrated our commitment to all elements of capital deployment based on the dynamics at the time with the goal of delivering long-term free cash flow per share growth and shareholder value. Turning to industry recognition, I'm very proud that CACI was named to the Fortune 500 for the first time, and the tenth time named a Fortune World's Most Admired Company, and employees across this company consistently rate CACI as a top place to work.

In fact, during fiscal year 2021, we were named a top workplace USA and a top technology company, as well as recorded our seventh consecutive year as a top workplace in Washington, D.C. We were also recognized as a top workplace in Baltimore, Colorado, Memphis, New Jersey, Oklahoma, and San Antonio. These rankings are based on our employee feedback from third-party surveys evaluating CACI's leadership, culture, and benefits. We received a number of recognitions for support for veterans, including being named to the best of the best top veteran-friendly companies listed by U.S. Veterans Magazine for the seventh time. The magazine polls Fortune 1000 companies and evaluates respondents based on the opportunities the companies offer for veteran employees. I could not be prouder that our company is so highly respected, and I thank the thousands of CACI employees who helped us earn every one of these recognitions.

In closing, I'm extremely pleased with our fiscal year 2021 performance. We successfully executed our strategy, driving strong growth, margin expansion, and cash flow. We continue to invest internally in the development of intellectual property and differentiation, and we deployed capital effectively, expanding our capabilities through our M&A program and returning cash to shareholders through an accelerated share repurchase. We laid a strong foundation for continued growth and margin expansion in fiscal 2022 and beyond. None of this is possible without our employees' talent, innovation, and commitment to our customers' missions. I thank every one of them for their excellence, for upholding CACI's culture of ethics and integrity, and for driving our continued success. With that, I'll turn the call back over to Bill.

Bill Koegel
EVP, General Counsel, and Secretary, CACI International Inc

Thank you, John. Several of the comments made in the briefings today or in answers to questions may contain forward-looking statements.

These statements are subject to important factors that could cause our actual results to differ materially from the statements made today. The factors that could cause a material difference in results are available in the web portal and are set forth in detail in the company's periodic reports to the Securities and Exchange Commission. We have a preliminary count on the voting tabulation. More than 91% of eligible shareholders have cast their ballots, and the report of the inspectors shows that all director nominees, Daniels, Disbrow, Gordon, Jews, Johnson, McCarthy, Mengucci, Nolan, Pavitt, Plunkett, and Wallace, have been elected by the shareholders, with each achieving 98% or greater favorable results. They are hereby declared elected to serve as directors until the next annual meeting. Congratulations to each of them.

The report also shows that a majority of votes have been cast in favor of proposal two with regard to approving on an advisory basis the compensation of our named executive officers. The report shows that a majority of votes have also been cast in favor of proposal three with regard to the ratification of the appointment of Ernst & Young LLP as the company's independent auditors for the current fiscal year ending June 30, 2022. The preliminary report of the inspectors is hereby accepted. The inspectors are directed to prepare a final report that will be affixed to and made a part of the record of this meeting. I now turn the floor over to John for questions and answers. If any shareholder wishes to submit a question, they should do so through the web portal.

Please note that we'll attempt to answer as many questions as time might permit, but only questions that are germane to the issues presented at this meeting will be addressed at this point in time. We'll now pause to determine whether any shareholder would like to submit a question through the web portal for consideration by Mr. Mengucci. All right. No shareholder has chosen to submit a question for consideration at this meeting through our web portal. As a result, we'll move to adjournment. There's no other business to come before this meeting. The 2021 annual meeting of shareholders is hereby adjourned. Ladies and gentlemen, thank you for attending and participating.

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