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BOOZ ALLEN HAMILTON HOLDING CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 28, 2014, the Board of Directors (the "Board") of Booz Allen Hamilton Holding Corporation (the "Company") increased the size of the Board from ten to eleven members and elected Gretchen W. McClain as a new member of the Board, effective September 2, 2014, upon the recommendation of the Company's Nominating and Corporate Governance Committee. Ms. McClain will serve for a term expiring at the Company's 2015 annual meeting of stockholders. Ms. McClain has been appointed to serve on the Board's Compensation Committee. Ms. McClain most recently served as Chief Executive Officer for Xylem, Inc., and has had a distinguished career in technology and aerospace. McClain was the founding CEO of Xylem when the company was formed and taken public from the spinoff of the water businesses of ITT Corporation. She joined ITT in September 2005 as the President of its Residential and Commercial Water business, and was named President of ITT Fluid Technology in March 2007, and promoted to SVP and President of ITT Fluid and Motion Control in December 2008. Prior to joining ITT, McClain served in senior executive positions at Honeywell Aerospace, including Vice President and General Manager of the Business, General Aviation, and Helicopters (BGH) Electronics Division, Vice President for Engineering and Technology as well as for Program Management in Honeywell Aerospace's Engines, Systems, and Services Division. Ms. McClain will receive the pro rata portion of the standard compensation for service on the Board. For the period beginning on August 1, 2014 through July 31, 2015, the standard compensation for the Company's unaffiliated directors is equal to $180,000, to be paid $80,000 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 $100,000 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 Ms. McClain pursuant to which the Company is required to indemnify Ms. McClain against certain liabilities which may arise by reason of her status or service as a director and to advance expenses to her, subject to reimbursement if it is determined that she 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. A copy of a press release dated September 2, 2014 announcing Ms. McClain's appointment to the Board is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release dated September 2, 2014 -------------------------------------------------------------------------------- |