8-K - DXC - Equibles

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<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>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)

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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(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:

Proposal to elect each of the eleven director nominees to the DXC Board of Directors:

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.

Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2024:

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.

Proposal to approve, on an advisory basis, the executive compensation of DXC’s named executive officers:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
162,565,969	12,202,162	375,654	14,673,628

Proposal to approve, on an advisory basis, the frequency of future non-binding advisory votes on named executive officer compensation:

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

Exhibit No.	Description
99.1	Press Release issued on July 26, 2023.
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.

			DXC TECHNOLOGY COMPANY
Dated:	July 26, 2023	By:	/s/ Zafar A. Hasan
		Name:	Zafar A. Hasan
		Title:	Senior Vice President, Deputy General Counsel and Board Secretary

Document

Exhibit 99.1

Pinkie Mayfield Elected to DXC Technology Board of Directors

ASHBURN, Va., July 26, 2023 – DXC Technology (NYSE: DXC) announced today that Pinkie Dent Mayfield has been elected to the Board of Directors. Ms. Mayfield will serve on the Nominating/Corporate Governance Committee of the Board.

“We are pleased to announce Pinkie’s election to the DXC Board,” said Mike Salvino, DXC chairman, president and CEO. “She is a seasoned leader with broad experience across numerous executive roles. The Board and the management team are looking forward to working with her and benefitting from her expertise and insights as the Company continues to evolve.”

“Since August of 2020, we have appointed eight new Board members to DXC, adding depth to the Board’s skills in areas such as finance, IT and talent management while bringing new skills to the Board in ESG, policy and communications,” said Raul Fernandez, chair of the Board’s Nominating/Corporate Governance Committee. “We have also improved the diversity of DXC’s Board in a myriad of ways. With 64% of the Board identifying as diverse, the Company will continue to benefit from the broad and fresh perspectives along with the deep and abiding experience these individuals bring as Directors.”

Ms. Mayfield is the Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company (formerly The Washington Post Company), a diversified conglomerate whose principal operations include education and media. In her current role since 2015, Ms. Mayfield is responsible for corporate affairs, public relations, communications and strategic initiatives. Since joining Graham Holdings in 1998, she has held several executive leadership positions. Prior to joining Graham Holdings, Ms. Mayfield was a Vice President and Trust Officer at NationsBank (now Bank of America) in the Investment Services Division. A director of Founders Bank, a Washington D.C.-based community bank, she has chaired the audit committee since joining the board in 2020. Ms. Mayfield also currently serves as a member of the board of directors of Ready Capital Corporation and as the treasurer of the board of directors of the District of Columbia College Access Program and a trustee of the Philip L. Graham Fund. Ms. Mayfield graduated magna cum laude with a B.A. in business administration from Trinity Washington University and earned an M.B.A. from the University of Maryland University College.

About DXC Technology

DXC Technology (NYSE: DXC) helps global companies run their mission-critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. The world’s largest companies and public sector organizations trust DXC to deploy services to drive new levels of performance, competitiveness, and customer experience across their IT estates. Learn more about how we deliver excellence for our customers and colleagues at DXC.com.

Forward-Looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. For a written description of these factors, see the section titled “Risk Factors” in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, and any updating information in subsequent SEC filings. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this report or to reflect the occurrence of unanticipated events except as required by law.

Contact:

John Sweeney, CFA, Head of Investor Relations, +1-980-315-3665, john.sweeney@dxc.com

Sean B. Pasternak, Corporate Media Relations, +1-647-975-7326, sean.pasternak@dxc.com