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): July 25, 2023
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DXC TECHNOLOGY COMPANY
(Exact name of Registrant as specified in its charter)
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| Nevada | | 001-38033 | | 61-1800317 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
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| 20408 Bashan Drive, Suite 231 |
| Ashburn, Virginia 20147 |
| (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (703) 972-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________________________________
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | DXC | The New York Stock Exchange |
| 1.750% Senior Notes Due 2026 | DXC 26 | The 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 5.07 Submission of Matters to a Vote of Security Holders.
DXC Technology Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) was held on July 25, 2023. The Company previously filed with the Securities and Exchange Commission a Proxy Statement, which describes in detail each of the four proposals submitted to stockholders at the Annual Meeting. No item other than the three items addressed below and described in the Proxy Statement was submitted at the Annual Meeting for stockholder action.
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:
1. Proposal to elect each of the eleven director nominees to the DXC Board of Directors:
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| DIRECTOR NOMINEES | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| David A. Barnes | 165,597,579 | 9,292,467 | 253,739 | 14,673,628 |
| Raul J. Fernandez | 151,181,998 | 23,706,755 | 255,032 | 14,673,628 |
| Anthony Gonzalez | 173,391,536 | 1,474,503 | 277,746 | 14,673,628 |
| David L. Herzog | 163,772,113 | 11,091,522 | 280,150 | 14,673,628 |
| Pinkie D. Mayfield | 172,841,701 | 2,045,954 | 256,130 | 14,673,628 |
| Karl Racine | 171,955,794 | 2,927,084 | 260,907 | 14,673,628 |
| Dawn Rogers | 170,051,547 | 4,839,504 | 252,734 | 14,673,628 |
| Michael J. Salvino | 164,538,539 | 10,357,360 | 247,886 | 14,673,628 |
| Carrie W. Teffner | 171,715,263 | 3,215,680 | 212,842 | 14,673,628 |
| Akihiko Washington | 165,107,223 | 9,780,939 | 255,623 | 14,673,628 |
| Robert F. Woods | 171,603,043 | 3,304,598 | 236,144 | 14,673,628 |
Our director nominees were elected to serve for a one-year term, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
2. Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2024:
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 183,692,059 | 5,855,898 | 269,456 | — |
The proposal was approved, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
3. Proposal to approve, on an advisory basis, the executive compensation of DXC’s named executive officers:
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 162,565,969 | 12,202,162 | 375,654 | 14,673,628 |
The proposal was approved, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
4. Proposal to approve, on an advisory basis, the frequency of future non-binding advisory votes on named executive officer compensation:
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| VOTES FOR 1 YEAR | VOTES FOR 2 YEARS | VOTES FOR 3 YEARS | VOTES ABSTAINED | BROKER NON-VOTES |
| 166,814,785 | 430,099 | 7,641,566 | 257,335 | 14,673,628 |
A frequency of every one year was approved, having received more “FOR” votes than any other frequency option. In light of the vote, DXC has decided, consistent with the Board’s recommendation and the recommendation of the stockholders, to submit a resolution on the compensation of the named executive officers to stockholders for an advisory vote every year.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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.
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| | | DXC TECHNOLOGY COMPANY
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| Dated: | July 26, 2023 | By: | /s/ Zafar A. Hasan |
| | Name: | Zafar A. Hasan |
| | Title: | Senior Vice President, Deputy General Counsel and Board Secretary |
