DXC Technology Co 8-K, filed Nov 12, 2020
DXC Technology Co (DXC)
8-K
2020-11-12
For: 2020-11-07
View Original
Added on
April 07, 2026
About this 8-K
DXC Technology Co filed this 8-K on November 12, 2020, reporting on events of November 7, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 7, 2020
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(Exact name of Registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
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| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code: (703 ) 245-9675
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 (see General Instruction A.2. below):
| 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 | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2020, DXC Technology Company (the “Company”) announced that it has appointed Kenneth P. Sharp to serve as Executive Vice-President and Chief Financial Officer of the Company, effective November 30, 2020. Mr. Sharp will succeed Neil A. Manna, who has been serving as Acting Chief Financial Officer of the Company while the Company searched for a permanent Chief Financial Officer, and who will continue to serve as Senior Vice President, Corporate Controller and Principal Accounting Officer of the Company, effective November 30, 2020.
Mr. Sharp most recently served as Vice President and Chief Financial Officer, Defense Systems Sector for Northrop Grumman (“NOC”) from June 2018 to November 2020. From January 2016 to June 2018, Mr. Sharp served as Senior Vice President, Finance of Orbital ATK (subsequently purchased by NOC). Prior to that, he served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Leidos, Inc. (formerly SAIC, Inc.) (“Leidos”), from June 2013 to January 2016, and as Senior Vice President, Finance of Leidos from March 2013 to June 2013.
Before joining Leidos, Mr. Sharp spent eleven years at Computer Sciences Corporation (“CSC”), the predecessor company to DXC. While at CSC from 2001 – 2012, Sharp was vice president and CFO for its Outsourcing business and held other financial management roles. Mr. Sharp served as Chief Financial Officer, Global Linguist Solutions in 2007, as Senior Manager at Ernst & Young from 1993 to 2001, and as a Sergeant in the United States Marine Corps Reserves from 1988 to 1996.
Mr. Sharp holds an MBA from The George Washington University and a BS in accounting from the University of Maryland. He is a certified public accountant (inactive status).
In connection with Mr. Sharp’s appointment as the Company’s Chief Financial Officer, Mr. Sharp will receive compensation that includes an annual base salary of $700,000 (subject to adjustment), annual bonus eligibility with a target amount of 110% of base salary and a cash sign-on bonus of $750,000. Mr. Sharp will also receive equity awards each fiscal year with an aggregate value equal to 400% of base salary with termination-related vesting provisions consistent with those in the Company’s current award agreements, and an inducement equity grant in the form of restricted stock units (“RSUs”) with a grant-date value equal to $750,000, vesting subject to Mr. Sharp’s continued employment in three equal installments on the first, second and third anniversaries of the grant date, and with terms and conditions generally consistent with those applicable to fiscal 2021 RSUs granted to other senior executive officers of the Company. Mr. Sharp will generally be eligible to participate in employee benefit plans and programs maintained by the Company, including the Company’s Severance Plan for Senior Management and Key Employees.
Item 7.01 Regulation FD Disclosure.
On November 12, 2020, the Company issued a press release in connection with the announcement of the appointment of Mr. Sharp. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Item 7.01, including Exhibit 99.1, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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: | November 12, 2020 | By: | /s/ Zafar A. Hasan | ||||||||
| Name: | Zafar A. Hasan | ||||||||||
| Title: | Vice President and Head of Corporate Legal, Corporate Secretary | ||||||||||
Exhibit 99.1
DXC Technology Names Ken Sharp Chief Financial Officer
TYSONS, Va., November 12, 2020 – DXC Technology (NYSE: DXC) today announced that Ken Sharp has been appointed executive vice president and chief financial officer, reporting to DXC president and chief executive officer Mike Salvino, effective Nov. 30, 2020. Sharp was most recently vice president and chief financial officer for Northrop Grumman Corporation’s Defense Systems Sector.
“Ken is an outstanding addition to our leadership team,” Salvino said. “Ken is a proven hands-on, operations-focused finance leader who knows the industry and has deep experience in executing transformation journeys. We welcome Ken to the ‘new DXC’.”
Sharp will be responsible for DXC’s global financial strategy and reporting, general accounting, controllership, and investor relations. He takes over for DXC veteran Neil Manna, who has served as interim CFO and who continues in his role as senior vice president & corporate controller, reporting to Sharp.
“I have been very impressed with DXC’s transformation journey and all that the new leadership team has delivered so far,” Sharp said. “It’s exciting to be part of another transformation, and I look forward to helping accelerate DXC’s transformation journey and being part of the ‘new DXC’.”
From 2016 – 2018, Sharp was senior vice president of Finance at Orbital ATK Inc., which in 2018 was acquired by Northrop Grumman. He was responsible for operational finance and corporate functions including financial planning and analysis, controllership, regulatory compliance, and shared services.
Sharp also served as senior vice president, corporate controller and chief accounting officer at Leidos, Inc. (formerly known as SAIC) from 2013 – 2016 and prior to that at Computer Sciences Corporation (CSC), the predecessor company to DXC. While at CSC from 2001 – 2012, Sharp was vice president and CFO for its Outsourcing business and held other financial management roles. Mr. Sharp was also with Ernst & Young previously.
A veteran of the United States Marine Corps Reserves with the rank of Sergeant and service in Operation Desert Shield and Desert Storm, Sharp passed the CPA exam and holds an inactive license in the state of Maryland. Sharp has an Executive MBA from the George Washington University and a B.S. degree in Accounting from the University of Maryland.
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. With decades of driving innovation, the world’s largest companies trust DXC to deploy our enterprise technology stack to deliver new levels of performance, competitiveness and customer experiences. Learn more about the DXC story and our focus on people, customers and operational execution at www.dxc.technology.
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Contact:
•Richard Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com
•Shailesh Murali, Investor Relations, +1-703-245-9700, shailesh.murali@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 DXC’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside DXC’s control. Many factors could cause actual results to differ materially from such forward-looking statements with respect to the transaction announced above, including risks relating to: the completion of the transaction on anticipated timing, including obtaining regulatory and third-party approvals; conditions in the credit markets; anticipated tax treatment for the proposed transaction; unforeseen liabilities; loss of revenues; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; and the delay or business disruption caused by difficulties in separating the divested business from DXC’s remaining businesses. For a written description of the factors that could cause actual results of DXC’s business to differ materially from these forward-looking statements, see the section titled “Risk Factors” in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as updated in subsequent SEC filings including the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2020 and September 30, 2020, which readers are urged to review in detail, as it contains important information regarding risks, uncertainties and other factors that could cause actual results to differ from the plans, expectations and other matters described in this press release. 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. DXC disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.