DXC 8-K
DXC Technology Co (DXC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 18, 2023, DXC Technology Company (the “Company”) announced that it has appointed Rob Del Bene to serve as Executive Vice President and Chief Financial Officer of the Company, effective June 15, 2023. Mr. Del Bene will succeed Ken Sharp, who is leaving the Company for personal reasons on September 15, 2023. Mr. Sharp will depart from the CFO role on June 1, 2023.
Mr. Del Bene, age 63, has served in various senior finance roles at IBM during the past 42 years. He most recently served as General Manager, IBM Technology Lifecycle Services. Prior to that, he served as Vice President and Controller from 2017 to 2023. Prior roles at IBM include General Manager, IBM Global Financing from 2014 to 2017; Vice President and Treasurer from 2011 to 2014; CFO, Global Sales and Distribution Groups from 2007 to 2011; CFO, Global Services Group from 2002 to 2007; CFO, Services in Asia Pacific (Japan) from 2001 to 2002, along with other senior roles.
Mr. Del Bene holds an MBA from Duke University and a BS in accounting from Pace University.
In connection with Mr. Del Bene’s appointment as the Company’s Chief Financial Officer, Mr. Del Bene will receive compensation that includes an annual base salary of $725,000 (subject to adjustment), annual bonus eligibility with a target amount of 125% of base salary and a cash sign-on bonus of $500,000. Mr. Del Bene will also receive equity awards each fiscal year with an aggregate value equal to 500% 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 $1,225,000, vesting subject to Mr. Del Bene’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 2024 RSUs granted to other senior executive officers of the Company. Mr. Del Bene 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 May 18, 2023, the Company issued a press release in connection with the announcement of the appointment of Mr. Del Bene. 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.
All statements in this Item 7.01 that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, as updated in subsequent SEC filings, including the Company’s upcoming Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued on May 18, 2023. | |
| 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 18, 2023 | By: | /s/ Zafar A. Hasan | ||||
| Name: | Zafar A. Hasan | |||||
| Title: | Senior Vice President, Deputy General Counsel and Board Secretary | |||||
Exhibit 99.1
DXC Technology Names Rob Del Bene Chief Financial Officer
Ashburn, VA, May 18, 2023 – DXC Technology (NYSE: DXC) today announced that Rob Del Bene has been appointed Executive Vice President and Chief Financial Officer, reporting to DXC Chairman, President and Chief Executive Officer Mike Salvino. He will officially begin his role effective June 15, 2023, succeeding CFO Ken Sharp, who is leaving DXC for personal reasons and will remain at DXC until September 15, 2023, to help ensure a smooth transition.
Del Bene is a seasoned financial executive with more than 40 years of experience in various senior leadership positions. He has served as IBM’s Vice President and Controller; General Manager, IBM Global Financing; Vice-President and Treasurer; and other senior roles.
Del Bene’s comprehensive experience, which includes having served as CFO, IBM Global Services Group for five years, gives him a unique mix of understanding of the industry, operating and leadership skills, and the discipline needed to execute on DXC’s financial commitments.
Most recently, he served as General Manager at IBM Technology Lifecycle Services, IBM’s $6 billion technology support business. This experience positions him well to partner across our business and with our business leaders.
“Rob is an outstanding addition to our leadership team” said Salvino. “He is a proven, hands-on and strategic finance leader who knows the industry and has the deep experience needed as DXC focuses on delivering higher quality revenue, margin EPS and expanding free cash flow while maintaining our solid financial foundation. I also want to thank Ken for his contributions to DXC and wish him and his family all the best.”
“I am thrilled to join DXC at this exciting moment in the company’s history,” Del Bene said. “Mike and his team have created a quality company during the past few years, and I am eager to join their efforts in creating sustainable growth and consistent execution around revenue, margin, earnings per share and free cash flow expansion.”
Del Bene holds an MBA from Duke University and a Bachelor of Science in accounting from Pace University.
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. For a written description of these factors, see the section titled “Risk Factors” in DXC’s upcoming Annual Report on Form 10-K for the fiscal year ended March 31, 2023, 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 report or to reflect the occurrence of unanticipated events except as required by law.
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 to drive new levels of performance, competitiveness, and customer experience across their IT estates. Learn more about how we deliver excellence for our customers and colleagues at DXC.com.
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