DXC Technology Co 8-K/A, filed Dec 22, 2023
DXC Technology Co (DXC)
About this 8-K/A
DXC Technology Co filed this 8-K/A on December 22, 2023, reporting on events of December 18, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code:
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:
| 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 |
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. ☐
EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 22, 2023, the Board of Directors (the “Board”) of the Company approved the terms of Mr. Fernandez’s compensation for his service as Interim President and Chief Executive Officer of the Company. Pursuant to the terms of an offer letter entered into by the Company and Mr. Fernandez as of December 22, 2023, during the term of his service as Interim President and Chief Executive Officer, Mr. Fernandez will receive (i) base salary at a rate of $115,000 per month, and (ii) a monthly grant, granted on the last day of each calendar month, of a number of restricted stock units determined by dividing $1,470,833 by the fair market value of the Company’s common stock on the date of grant. The base salary payment and restricted stock unit grant will each be prorated for partial months of service. Mr. Fernandez will also be paid a cash retention bonus of $1,000,000, payable in a lump sum on the first payroll date on which he receives a payment of his base salary, which will be subject to repayment if he resigns prior to the date a successor President and Chief Executive Officer commences employment.
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: December 22, 2023 | By: | /s/ Zafar A. Hasan | ||||
| Name: | Zafar A. Hasan | |||||
| Title: | Senior Vice President, Deputy General Counsel and Board Secretary | |||||