UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 30, 2024
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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.) |
| | | | | | | | | | | | | | |
| | | | |
| 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:
| | | | | | | | |
| 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.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of DXC Technology Company (the “Company”) was held on July 30, 2024. 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 four 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:
Proposal 1. The stockholders elected all ten director nominees to serve until the 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified. The votes with respect to the election of each of the ten directors were as follows:
| | | | | | | | | | | | | | |
| Nominees | Votes
For | Votes
Against | Votes
Abstained | Broker
Non-Votes |
| David A. Barnes | 139,806,926 | 6,264,650 | 324,125 | 14,532,131 |
| Raul J. Fernandez | 145,155,232 | 957,457 | 283,012 | 14,532,131 |
| Anthony Gonzalez | 144,565,589 | 1,508,795 | 321,317 | 14,532,131 |
| David L. Herzog | 140,742,850 | 5,339,900 | 312,951 | 14,532,131 |
| Pinkie D. Mayfield | 141,038,760 | 5,045,531 | 311,410 | 14,532,131 |
| Karl Racine | 141,401,245 | 4,681,424 | 313,032 | 14,532,131 |
| Dawn Rogers | 144,476,925 | 1,602,852 | 315,924 | 14,532,131 |
| Carrie W. Teffner | 145,144,123 | 942,186 | 309,392 | 14,532,131 |
| Akihiko Washington | 144,328,360 | 1,747,201 | 320,140 | 14,532,131 |
| Robert F. Woods | 144,878,528 | 1,197,424 | 319,749 | 14,532,131 |
Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025. The votes with respect to the ratification of the appointment of Deloitte & Touche LLP were as follows:
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 150,959,270 | 9,534,509 | 434,053 | — |
Proposal 3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement. The votes with respect to such approval were as follows:
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 124,368,439 | 14,958,928 | 7,068,334 | 14,532,131 |
Proposal 4. The stockholders approved an increase in the number of shares of common stock available for issuance under the DXC Technology Company 2017 Non-Employee Director Incentive Plan. The votes with respect to such approval were as follows:
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 118,835,457 | 27,246,100 | 314,144 | 14,532,131 |
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: | August 1, 2024 | By: | /s/ Matthew Fawcett |
| | Name: | Matthew Fawcett |
| | Title: | Executive Vice President, General Counsel and Board Secretary |
