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Get filing alertsSAIC shareholders approve equity plan expansion, re-elect all directors at annual meeting
Filed June 8, 2026 · Period ending June 3, 2026 · ~1 min read
Key Changes
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Shareholders approved expansion of the 2023 Equity Incentive Plan with 67% support, authorizing additional shares for employee compensation that may dilute existing holders.
Item 5.07 verify on EDGAR → -
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Executive compensation received 96% approval in advisory say-on-pay vote, indicating strong shareholder support for current pay practices.
Item 5.07 verify on EDGAR → -
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All ten director nominees elected to one-year terms with majority support; 83.5% of outstanding shares participated in the virtual meeting.
Item 5.07 verify on EDGAR → -
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Ernst & Young LLP ratified as independent auditor for fiscal 2027 with 99% approval, maintaining audit continuity.
Item 5.07 verify on EDGAR →
Summary
SAIC held its 2026 Annual Meeting on June 3 with strong shareholder participation at 83.5% of outstanding shares. The most material outcome was approval of an equity plan expansion that authorizes additional shares for employee compensation. While this provides flexibility for talent retention, it represents potential dilution for current shareholders.
The 67% approval margin was the lowest among all proposals, suggesting some shareholder concern about dilution. Executive compensation received overwhelming 96% support in the advisory say-on-pay vote, indicating shareholders are satisfied with how management is being paid relative to company performance. All ten directors were re-elected, and the external auditor was ratified with near-unanimous support.
Retail investors should monitor upcoming equity grants under the expanded plan to assess actual dilution impact. The next quarterly filing will show whether management accelerates equity-based compensation now that additional shares are authorized.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
SAIC held its 2026 Annual Meeting on June 3, with stockholders approving director elections, executive compensation, and equity plan amendments.
Added in current filing · verify on EDGAR →
The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (or a say-on-pay vote) was approved based upon the following votes: Number of Votes | For Against Abstain Broker | Non-Votes | 30,733,7891,292,248306,7523,675,073
Stockholders approved executive compensation on an advisory basis with approximately 30.7 million votes in favor versus 1.3 million against, representing approximately 96% approval among votes cast. This indicates strong shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR →
The proposal to the Company's 2023 Equity Incentive Plan to increase the total number of authorized shares was approved based upon the following votes: Number of Votes | For AgainstAbstainBroker | Non-Votes | 21,668,81210,528,961135,0163,675,073
Stockholders approved an increase in authorized shares under the 2023 Equity Incentive Plan with approximately 21.7 million votes in favor versus 10.5 million against, representing approximately 67% approval. This will provide the company with additional shares for employee equity compensation, which may result in dilution to existing shareholders.
Show 3 minor / wording changes
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Science Applications International Corporation (the “Company”) held its virtual Annual Meeting of Stockholders on June 3, 2026 (the “Annual Meeting”). The holders of 36,007,862 shares of common stock of the Company, or approximately 83.5% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy.
SAIC held its virtual Annual Meeting on June 3, 2026, with 83.5% of outstanding shares represented. This represents routine shareholder participation in the company's annual governance process.
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The nominees to the Board of Directors of the Company were elected, each for a one-year term
All ten director nominees were elected to one-year terms. The nominees include Paul Eremenko, Carolyn B. Handlon, Katharina G. McFarland, Milford W. McGuirt, Donna S. Morea, James C. Reagan, Adm. Michael S. Rogers, Steven R. Shane, John K. Tien Jr., and David J. Urban. All received majority support with vote totals ranging from approximately 29.3 million to 32.1 million votes in favor.
Added in current filing · verify on EDGAR →
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2027 was approved based upon the following votes: Number of Votes | For AgainstAbstain | 35,670,199306,71330,950
Stockholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2027 with approximately 35.7 million votes in favor, representing approximately 99% approval. This represents continuity in the company's external audit relationship.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify