SAIC (NASDAQ: SAIC) investors back directors, pay, equity plan and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Science Applications International Corporation reported results of its virtual Annual Meeting of Stockholders held on June 3, 2026. Stockholders representing 36,007,862 shares, or approximately 83.5% of shares entitled to vote, were present in person or by proxy.
All director nominees were elected for one-year terms. Stockholders approved, on an advisory basis, the compensation of named executive officers and indicated a preference for holding Say-on-Pay votes every year. They also approved an increase in authorized shares under the 2023 Equity Incentive Plan.
In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 29, 2027.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares represented: 36,007,862 shares
Say-on-Pay support: 30,733,789 votes for
Say-on-Pay frequency annual option: 30,699,040 votes for every year
+3 more
6 metrics
Shares represented
36,007,862 shares
Approximately 83.5% of shares entitled to vote at June 3, 2026 meeting
Say-on-Pay support
30,733,789 votes for
Advisory vote on executive compensation at 2026 annual meeting
Say-on-Pay frequency annual option
30,699,040 votes for every year
Advisory vote on frequency of future Say-on-Pay votes
Equity plan share increase approval
21,668,812 votes for
Proposal to increase authorized shares under 2023 Equity Incentive Plan
Equity plan opposition
10,528,961 votes against
Proposal to increase authorized shares under 2023 Equity Incentive Plan
Auditor ratification support
35,670,199 votes for
Ratification of Ernst & Young LLP for fiscal year ending January 29, 2027
Key Terms
Annual Meeting of Stockholders, Say-on-Pay, 2023 Equity Incentive Plan, independent registered public accounting firm, +1 more
5 terms
Annual Meeting of Stockholders financial
"Science Applications International Corporation held its virtual Annual Meeting of Stockholders on June 3, 2026"
Say-on-Pay financial
"the compensation of the named executive officers of the Company ... (or a say-on-pay vote) was approved"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
2023 Equity Incentive Plan financial
"The proposal to the Company's 2023 Equity Incentive Plan to increase the total number of authorized shares was approved"
independent registered public accounting firm financial
"to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Number of Votes For | | Against | | Abstain | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What did SAIC stockholders approve at the 2026 annual meeting?
SAIC stockholders approved all director nominees, endorsed executive compensation on an advisory basis, supported annual Say-on-Pay votes, increased shares under the 2023 Equity Incentive Plan, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 29, 2027.
What frequency of Say-on-Pay votes did SAIC investors prefer?
Investors showed a strong preference for annual Say-on-Pay votes, with 30,699,040 votes for every year, 96,853 for every two years, and 1,452,140 for every three years, along with 84,756 abstentions and 3,675,073 broker non-votes recorded in the frequency proposal.
Did SAIC stockholders ratify Ernst & Young as auditor for 2027?
Stockholders ratified Ernst & Young LLP as SAIC’s independent registered public accounting firm for the fiscal year ending January 29, 2027, with 35,670,199 votes for, 306,713 against, and 30,950 abstentions recorded on the ratification proposal.