8-K
DXC Technology Co (DXC)
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): February 5, 2020
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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><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) | |
| 1775 Tysons Boulevard | |||
| --- | --- | --- | --- |
| Tysons | , | Virginia | 22102 |
| (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 |
|---|---|---|
| Common Stock, $0.01 par value per share | DXC | New York Stock Exchange |
| 2.750% Senior Notes Due 2025 | DXC 25 | New York Stock Exchange |
| 1.750% Senior Notes Due 2026 | DXC 26 | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2020, DXC Technology Company (the “Company”) announced the appointment of Mr. Ian C. Read to serve as Chairman of the Board for a term expiring at the Company’s 2023 annual meeting of stockholders.
Read’s appointment will become effective on March 16, 2020. Consistent with the process announced in December 2019, Read succeeds David Herzog, who was appointed to serve as board chair until the board completed its search for a permanent board chair. Herzog will continue to serve as chair of the board’s audit committee.
In connection with his appointment, Read will be entitled to an annual equity retainer of $450,000 in Restricted Stock Units to be pro-rated based on the portion of the Board year served and determined in accordance with the Company’s Equity Grant Policy.
A copy of the press release issued on February 6, 2020 announcing Read’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued February 6, 2020 |
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: | February 6, 2020 | By: | /s/ Paul N. Saleh |
| Name: | Paul N. Saleh | ||
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit
Exhibit 99.1
DXC Technology Names Ian Read, Former Chairman and CEO of Pfizer, as Board Chairman
TYSONS, Va., Feb. 6, 2020 – DXC Technology (NYSE: DXC) today announced that the board of directors has elected Ian Read, former chairman and chief executive officer of Pfizer, as its new chairman.
According to Manoj Singh, head of the board’s nominating/corporate governance committee, Read’s appointment will become effective on March 16. Read succeeds current board chairman David Herzog, who in December 2019 had agreed to serve in the role until the board completed its search for a permanent chair. Herzog will continue as a member of the board and as chair of the board’s audit committee.
Read retired as Pfizer’s executive chairman on Dec. 31, 2019, completing an extraordinary, 41-year career with the global pharmaceutical company. “During his nine years as CEO and chairman, Ian brought a consistent focus on culture, talent, growth and value creation, as Pfizer transformed to become a stronger and more stable enterprise,” Singh noted.
“In DXC, I see the makings of a true global leader in IT services,” Read said. “I’m looking forward to working closely with our president and CEO, Mike Salvino, and the other board members as DXC continues its transformation journey and reaches its full potential, becoming a preferred destination for customers and talent alike.”
“The board and I are thrilled to have someone as talented as Ian joining our team to help us on our transformation journey,” Salvino said. “His deep experience in dealing with customers, people and operational execution during his career at Pfizer will be invaluable to DXC’s future success. I also want to express my deep appreciation to David for his leadership as board chairman, and our gratitude that he will continue in his role as chairman of the audit committee.”
Read received his B.Sc. in chemical engineering from London University Imperial College. He earned his Chartered Accountants certification from the Institute of Chartered Accountants of England and Wales.
Read also serves on the board of directors of Kimberly-Clark Corporation.
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.
Contacts
Rich Adamonis, +1.862.228.3481, radamonis@dxc.com
Shailesh Murali, Investor Relations, +1.703.245.9700, shailesh.murali@dxc.com