December 22, 2014 8-K


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 19, 2014 
___________________________________
 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: (703) 902-5000 
___________________________________
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

On December 19, 2014, the Amended and Restated Stockholders Agreement, dated as of November 8, 2010, as amended from time to time thereafter, was amended pursuant to a waiver, by and between Booz Allen Hamilton Holding Corporation (the "Company"), Explorer Coinvest, LLC and the members of the Company's Executive Management Committee, to provide that Ralph W. Shrader will continue to serve as Chairman and a director of the Company when he retires as Chief Executive Officer of the Company effective December 31, 2014 and to make other related amendments.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2014, Horacio Rozanski submitted his resignation as Chief Operating Officer of the Company to the Company's Corporate Secretary, effective on January 1, 2015, in connection with his assumption of the Chief Executive Officer position as previously reported on the current report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2014. Mr. Rozanski will continue to serve as President of the Company.








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 General Counsel
Date: December 22, 2014