Form 8-K - Current report

0001443646False00014436462024-02-282024-02-28

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): December 13, 2024 (December 11, 2024)

___________________________________

 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: [phone] 

___________________________________

 

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 Class			Trading Symbol			Name of Each Exchange on Which Registered
Class A Common Stock			BAH			New 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.

On December 11, 2024, Judith H. Dotson, Executive Vice President and President of the Global Defense Sector of Booz Allen Hamilton Holding Corporation (the “Company”), informed the Company of her planned retirement from the Company, effective June 30, 2025. In connection with the foregoing, effective as of April 1, 2025, Andrea Inserra, Executive Vice President, is assuming the role of President of the Global Defense Sector of the Company.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the retirement of Ms. Dotson 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
99.1						Press Release dated December 13, 2024.
104						Cover 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/ Nancy J. Laben
			Nancy J. Laben
			Executive Vice President and Chief Legal Officer

Date: December 13, 2024

Booz Allen Appoints Andrea Inserra and Steve Escaravage to New Leadership Roles McLean, VA -- December 13, 2024 -- Booz Allen Hamilton (NYSE: BAH) announced today that executive vice president Andrea Inserra has been appointed Global Defense Sector President and will join the company’s leadership team. Executive vice president Steve Escaravage has been named president of the company’s newly formed Defense Technology Group and will continue serving on the leadership team. Both appointments are effective April 1, 2025. Aligned with Booz Allen’s growth strategy, VoLT (Velocity, Leadership, Technology), Inserra and Escaravage will focus on continuing to bring digital transformation, advanced technology innovation, and differentiated mission outcomes to Booz Allen’s defense clients as they navigate the most challenging national security environment in half a century. Inserra began her career at Booz Allen as an engineer in 1998 and has served a diverse portfolio of clients over nearly three decades. She most recently led the company’s Aerospace business, where she oversaw the rapid scaling of innovative technical offerings for clients including the U.S. Air Force, U.S. Space Force, and NASA. In previous roles at Booz Allen, she led the operations and strategy team for the defense and commercial business, launched the firm’s technology adoption and translation offering, and was a leader in its military and civil health businesses. “Andrea is a proven leader with a deep understanding of national defense missions. Throughout her Booz Allen career, she has built, grown, and led complex businesses, supporting major client transformations across civilian and military missions,” said Booz Allen’s Chairman, CEO, and President Horacio Rozanski. “I am delighted to work with Andrea in this new role as we chart a path of change and acceleration.” Inserra will succeed Executive Vice President Judi Dotson, who is retiring in June 2025 after a 35-year career with the firm. “Judi’s impact on our business is immeasurable,” said Rozanski. “Throughout her extraordinary 35-year career, she has built businesses, developed future leaders, and accelerated our defense transformation capabilities. She leaves our defense business in great shape, with an impressive track record of double- digit growth, and well positioned for continued acceleration. Her real legacy, however, is the number of leaders she has mentored and championed throughout her career. We owe her more than we can express.” Escaravage has been with Booz Allen for 24 years, having served in leadership roles spanning the Chief Technology Office as well as defense, civil, commercial, and international businesses. As president of the Defense Technology Group, he will focus on accelerating capability development for Booz Allen’s defense clients, which include all six branches of the U.S. military, the Office of the Secretary of Defense, NASA, and the Joint Staff. He brings deep expertise in helping clients grow and scale AI and other advanced technologies throughout their critical mission portfolios, as well as integrating dual-use technologies across the digital battlespace at speed and scale. “Steve was instrumental in creating Booz Allen’s AI business and scaling it to its current leadership position. As our nation accelerates to outpace its adversaries, Steve is the right leader to help our clients leverage the most advanced technologies—whether built in-house, co-developed, or adapted from the private sector—to gain speed and transform their missions,” said Rozanski.

---

 

About Booz Allen Hamilton Trusted to transform missions with the power of tomorrow’s technologies, Booz Allen Hamilton advances the nation’s most critical civil, defense, and national security priorities. We lead, invest, and invent where it’s needed most—at the forefront of complex missions, using innovation to define the future. We combine our in-depth expertise in AI and cybersecurity with leading-edge technology and engineering practices to deliver impactful solutions. Combining 110 years of strategic consulting expertise with the perspectives of diverse talent, we ensure results by integrating technology with an enduring focus on our clients. We’re first to the future—moving missions forward 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 September 30, 2024, and had revenue of $10.7 billion for the 12 months ended March 31, 2024. To learn more, visit www.boozallen.com. (NYSE: BAH) Contacts Booz Allen Media Relations: Jessica Klenk, [e-mail] Booz Allen Investor Relations: [e-mail]

---

 

Cover	Feb. 28, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 11, 2024
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

---