dxc-20220517

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): May 17, 2022

______________________________________________________________________________

DXC TECHNOLOGY COMPANY

(Exact name of Registrant as specified in its charter)

______________________________________________________________________________

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) 245-9700

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 (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	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2022, the board of directors (the “Board”) of DXC Technology Company (the “Company”) appointed Michael J. Salvino, the Company’s President and Chief Executive Officer, who currently also serves as a member of the Board, to serve as Chairman of the Board, effective after the Company’s Annual Meeting of Stockholders on July 26, 2022 (the “2022 Annual Meeting”). Mr. Salvino succeeds Ian C. Read, who will be retiring from the Board on the 2022 Annual Meeting. The Board also selected David Herzog, who currently serves as a member of the Board, to serve as Lead Independent Director effective after the 2022 Annual Meeting.

A copy of the press release issued on May 17, 2022 announcing these appointments and Mr. Read’s retirement from the Board is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release issued May 17, 2022
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:	May 17, 2022	By:	/s/ Zafar A. Hasan
		Name:	Zafar A. Hasan
		Title:	Senior Vice President and Global Head of Corporate Legal, Board Secretary.

Exhibit 99.1

DXC Board Appoints Mike Salvino as New Chairman and David Herzog as Lead Independent Director

Ian Read to Retire from the Board and Transition Responsibilities at the 2022 Annual Meeting of Stockholders

ASHBURN, Va., May 17, 2022 – DXC Technology’s (NYSE: DXC) Board of Directors today announced the appointment of president and CEO Mike Salvino to the additional position of board chairman and David Herzog as the lead independent director effective after the Company’s Annual Meeting of Stockholders on July 26, 2022. Mr. Salvino succeeds Ian Read, who will be retiring from the board on that date.

“We would like to thank Ian for his dedication to DXC as chairman and for his help in guiding the Company through its Transformation Journey,” said Mr. Salvino. “Ian is an accomplished leader who has had an indelible impact on DXC, serving as a mentor, partner and a steady hand for the entire board over the past two years as we put DXC in a much stronger position. It is truly an honor to work with him.”

Mr. Salvino continued, “In addition, I am pleased that the board has selected David as lead independent director upon Ian’s retirement. David is a seasoned director who has served on the board since DXC’s formation, including as acting chairman and as audit committee chair, and we look forward to his continued strong partnership.”

In connection with his appointment as lead independent director, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as lead independent director for DXC.

“Mike’s appointment to board chairman reflects his tremendous success as DXC’s president and CEO and his excellent working relationship with our board,” said Mr. Read. “Since Mike became CEO, he has successfully guided DXC through an impressive Transformation Journey, creating significant value for DXC customers, colleagues, and shareholders. On behalf of the entire board, I am delighted to welcome Mike as our next chairman.”

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

Sean B. Pasternak, Corporate Media Relations, +1-647-975-7326, [email protected]

John Sweeney, Investor Relations, +1-980-315-3665, [email protected]

Source: DXC Technology

Category: Investor Relations