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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, $0.01 par value per share
iDXC
iNew
York Stock Exchange
i2.750% Senior Notes Due 2025
iDXC 25
iNew
York Stock Exchange
i1.750% Senior Notes Due 2026
iDXC 26
iNew
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 i☐
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 5.07 Submission of Matters to a Vote of Security Holders.
The
Company’s Annual Meeting of Stockholders was held on August 15, 2019. The Companypreviously 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 eleven nominees to the DXC board of directors:
DIRECTORS
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Mukesh Aghi
196,436,461
4,402,448
509,535
24,308,898
Amy
E. Alving
198,334,516
2,556,733
457,195
24,308,898
David L. Herzog
194,874,008
6,041,156
433,280
24,308,898
Sachin Lawande
198,987,630
1,824,044
536,770
24,308,898
J.
Michael Lawrie
192,842,685
7,318,275
1,187,484
24,308,898
Mary L. Krakauer
198,553,771
2,357,386
437,287
24,308,898
Julio A. Portalatin
199,035,212
1,790,714
522,518
24,308,898
Peter
Rutland
199,913,049
970,528
464,867
24,308,898
Michael J. Salvino
199,146,397
1,646,148
555,899
24,308,898
Manoj P. Singh
194,919,101
5,936,939
492,404
24,308,898
Robert
F. Woods
199,796,069
1,095,124
457,251
24,308,898
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, 2020:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
214,735,392
10,469,810
452,140
—
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 name executive officers:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
158,074,721
42,545,831
727,892
24,308,898
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.
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.