8-K

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): April 20, 2022

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DXC TECHNOLOGY COMPANY

(Exact name of Registrant as specified in its charter)

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Registrant’s telephone number, including area code: (703) 245-9700

1775 Tysons Boulevard

Tysons, Virginia 22102

(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:

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 April 20, 2022, the board of directors (the “Board”) of DXC Technology Company (the “Company”) appointed Carrie Teffner (55), to serve as a member of the Board, effective as of April 20, 2022 (the “Appointment Date”), for

a term expiring at the Company’s 2022 annual meeting of stockholders. The Board also appointed Ms. Teffner to serve as a member of the Audit Committee effective as of the Appointment Date.

In connection with her appointment, Ms. Teffner will be entitled to standard compensation for non-employee directors as set forth in the Company’s 2021 Proxy Statement - Director Compensation, pro-rated based on the portion of the board year served.

A copy of the press release issued on April 21, 2022 announcing this appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

DXC Technology Adds Carrie Teffner to Board of Directors

ASHBURN, Va., April 21, 2022 – DXC Technology’s (NYSE: DXC) Board of Directors today announced the appointment of Carrie W. Teffner to the company’s board effective April 20, 2022. Ms. Teffner will serve on the Audit Committee of the Board.

“On behalf of all of our directors, we are delighted to welcome Carrie to the DXC Board,” said Ian Read, DXC chairman. “Carrie is a highly experienced executive with an impressive strategic, financial, and general management track record. We look forward to working with her to continue to shape the future of DXC. Carrie will be a valuable advisor to Mike Salvino and his leadership team as they continue to execute on the DXC Transformation Journey.”

Ms. Teffner is an experienced board member who currently serves on the BFA Industries and the International Data Group (IDG) board of directors. She previously served on the board of directors of GameStop Inc. from September 2018 to June 2021 and on the board of directors of the Ascena Retail Group, Inc. from October 2018 to March 2021, where she also served as interim executive chair from May 2019 to March 2021. She also served on the board of directors of Crocs, Inc. from June 2015 to December 2015.

Previously, Ms. Teffner served as Chief Financial Officer and led strategic transformations for several companies including Crocs, PetSmart, Weber Stephen Products and Timberland. She spent the first 21 years of her career in various leadership positions with Sara Lee Corporation, including division and segment Chief Financial Officer and Corporate Treasurer. Ms. Teffner holds Master of Business Administration and Bachelor of Science degrees from the University of Vermont and serves on the Grossman School of Business Board of Advisors.

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 across the Enterprise Technology Stack to drive new levels of performance, competitiveness, and customer experience. 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. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the ongoing coronavirus disease 2019 (“COVID-19”) pandemic and the impact of varying private and governmental responses that affect our customers, employees, vendors and the economies and communities where they operate. 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, 2021, 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 presentation or to reflect the occurrence of unanticipated events, except as required by law.

Contact

Jim Pasinski, Corporate Media Relations, +1-716-307-5454, james.pasinski@dxc.com

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

Source: DXC Technology

Category: Investor Relations