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): August 15, 2018
  ______________________________________________________________________________
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.)
 
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)
_____________________________________________________________________________
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))

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 August 15, 2018, upon the approval of the Compensation Committee and the Board of Directors (the “Board”) of DXC Technology Company (the “Company”), the Company agreed to extend the term of employment under the employment agreement between the Company and J. Michael Lawrie, the Company’s Chairman, President and Chief Executive Officer (“CEO”), originally dated February 7, 2012, as amended (the “CEO Employment Agreement”).

The term of employment under the CEO Employment Agreement was scheduled to end on March 31, 2019, unless the parties mutually agreed to an annual extension not less than 6 months prior to the end of the Company’s 2019 fiscal year. As extended by the Board, the term of employment under the CEO Employment Agreement will now end on the earlier of (i) March 31, 2020, or (ii) the date of termination of the CEO’s employment in accordance with the CEO Employment Agreement, unless annually extended again by mutual agreement of the parties not later than September 30, 2019.
All other terms of the CEO Employment Agreement that were in effect prior to the Board’s approval of the extension remain in effect.

The foregoing summary of the material terms of the amendment to the CEO Employment Agreement is qualified by reference to the full text of the August 15, 2018 amendment which is included as Exhibit 10.1 hereto and incorporated by reference herein and to the terms of the CEO Employment Agreement.
Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on August 15, 2018. The Company previously filed with the Securities and Exchange Commission a Proxy Statement, which describes in detail each of the three proposals submitted to stockholders at the Annual Meeting. No item other than the three items addressed below and described in the Proxy Statement was submitted at the Annual Meeting for stockholder action.

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:

1.
Proposal to elect the Board’s ten nominees to the DXC board of directors:

DIRECTORS
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
Mukesh Aghi
 
218,373,680
 
2,219,242
 
495,585
 
25,472,579
Amy E. Alving
 
213,638,521
 
6,969,345
 
480,641
 
25,472,579
David L. Herzog
 
210,468,069
 
10,175,345
 
445,093
 
25,472,579
Sachin Lawande
 
218,768,080
 
1,823,439
 
496,988
 
25,472,579
J. Michael Lawrie
 
212,084,370
 
7,115,722
 
1,888,415
 
25,472,579
Mary L. Krakauer
 
219,364,311
 
1,313,221
 
410,975
 
25,472,579
Julio A. Portalatin
 
219,349,995
 
1,278,038
 
460,474
 
25,472,579
Peter Rutland
 
220,006,881
 
616,634
 
464,992
 
25,472,579
Manoj P. Singh
 
216,806,910
 
3,845,734
 
435,863
 
25,472,579
Robert F. Woods
 
220,030,047
 
620,614
 
437,846
 
25,472,579

Each of the nominees for director were elected to serve a one-year term, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.





2. Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2019:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
237,103,965
 
9,041,016
 
416,105
 
—

The proposal was approved, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

3. Proposal to approve, on an advisory basis, the executive compensation of DXC’s named executive officers:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
194,756,547
 
19,275,569
 
7,056,391
 
25,472,579

The proposal was approved, having received “FOR” votes from a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
Item 8.01 Other Events.

On August 15, 2018, the Company issued a press release announcing the results of the voting at the Annual Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits is filed herewith.





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:
August 20, 2018
By:
/s/ Paul N. Saleh
 
 
Name:
Paul N. Saleh
 
 
Title:
Executive Vice President and Chief Financial Officer


















Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) by and between DXC Technology Company, a Nevada corporation (the “ Company ”), and J. Michael Lawrie (the “ Executive ” and, together with the Company, the “ Parties ”), shall be effective as of August 15, 2018 (as defined below) (the “ Amendment Effective Date ”).
WHEREAS, the Company and Executive are parties to that certain Employment Agreement (the “ Employment Agreement ”) originally dated as of February 7, 2012, as amended;
WHEREAS, the Term of Employment, as defined in the Employment Agreement, is currently scheduled to expire on March 31, 2019;
WHEREAS, the Parties now wish to amend the Employment Agreement to extend the Employment Agreement for an additional one-year period;
WHEREAS, the Board of Directors of the Company has approved the amendment of the Employment Agreement in the manner reflected herein.
NOW THEREFORE, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:
1. As of the Amendment Effective Date, the Term of Employment shall be extended through the earliest to occur of (i) March 31, 2020 or (ii) the date of termination of Executive’s employment in accordance with any one of Sections 5(a) through 5(f) of the Employment Agreement; provided , however , that the Term of Employment is subject to annual Amendment upon mutual agreement of the Parties not later than six (6) months prior to the end of the Company’s fiscal year 2020 or any extended annual period.
2. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Employment Agreement. This Amendment may be executed in two or more counterparts each of which shall be legally binding and enforceable.
3. All terms and provisions of the Employment Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in the Employment Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date.
 
 
 
 
 
 
Executive:
 
 
 
For the Company:
 
 
 
/s/ J. Michael Lawrie
 
 
 
/s/ William Deckelman
Signature
 
 
 
Name:  William Deckelman
 
 
 
 
Title:    Executive Vice President, General Counsel and Secretary
J. Michael Lawrie
 
 
 
 
Printed Name
 
 
 
 


 
 
8/15/2018
 
 
 
 
Date
 
 
 
 





Exhibit 99.1


DXC Technology Announces Results of 2018 Annual Meeting of Stockholders

Board of Directors Declares Quarterly Cash Dividend


TYSONS, Va. , Aug. 15, 2018 – DXC Technology (NYSE: DXC) today announced voting results from its Annual Meeting of Stockholders, held earlier today. As announced at the meeting, all Board members were re-elected and all Board vote recommendations were upheld.

“We value the participation of our shareholders, whose support enables us to build on progress and momentum established since DXC Technology’s inception 16 months ago,” said Mike Lawrie, chairman, president and CEO, DXC Technology. “On behalf of our Board and our people, I want to thank our shareholders for their tremendous trust and confidence in DXC Technology. We will continue working hard to serve our clients and deliver long-term value to all of our stakeholders.”

Election of each of the nominated directors
The following members of the DXC Technology Board of Directors were re-elected by a majority of stockholders: Mukesh Aghi, Amy E. Alving, David L. Herzog, Mary L. Krakauer, Sachin Lawande, J. Michael Lawrie, Julio A. Portalatin, Peter Rutland, Manoj P. Singh and Robert F. Woods. Mr. Singh has been appointed by the Board to serve as a member of the Audit Committee of the Board.

Appointment of independent registered public accounting firm
Deloitte & Touche LLP was ratified as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2019.

Non-binding vote on executive compensation
Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the fiscal year ended March 31, 2018.

Payment of regular quarterly dividend approved
DXC’s Board of Directors today declared a regular quarterly dividend payment for the quarter ending June 30, 2018 of $0.19 per share on the company's Common Stock. The dividend will be paid on October 16, 2018 to stockholders of record at the close of business on September 5, 2018.

About DXC Technology
DXC Technology is the world's leading independent, end-to-end IT services company, serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70 countries. The company's technology independence, global talent and extensive partner network deliver transformative digital offerings and solutions that help clients harness the power of innovation to thrive on change. DXC Technology is recognized among the best corporate citizens globally. For more information, visit  dxc.technology.

Contact:
•
Richard Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com
•
Jonathan Ford, Investor Relations, +1-703-245-9700, jonathan.ford@dxc.com