8-K 1 saic-8kx20190605.htm 8-K SAIC-8K-20190605


 
 
 
 
 
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): June 5, 2019

_________________________________________________________
Science Applications International Corporation
(Exact name of registrant as specified in its charter)
_________________________________________________________
Delaware
 
001-35832
 
46-1932921
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
12010 Sunset Hills Road, Reston, VA 20190
(Address of Principal Executive Offices) (Zip Code)
(703) 676-4300
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 Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.0001 per share
SAIC
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 5.07. Submission of Matters to a Vote of Security Holders.

Science Applications International Corporation (the “Company”) held its virtual annual meeting of stockholders on June 5, 2019 (the “Annual Meeting”). The holders of 50,696,598 shares of common stock of the Company, or approximately 85.7% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. The final voting results on each of the matters presented to stockholders for a vote is set forth below.
1.
The nominees to the Board of Directors of the Company were elected, each for a one-year term, based upon the following votes:
 
 
Number of Votes
Director Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Robert A. Bedingfield
 
45,057,785
 
331,516
 
186,563
 
5,120,734
John J. Hamre
 
44,634,252
 
758,598
 
183,014
 
5,120,734
David M. Kerko
 
45,146,682
 
218,456
 
210,726
 
5,120,734
Timothy J. Mayopoulos
 
44,568,716
 
798,454
 
208,694
 
5,120,734
Katharina G. McFarland
 
45,209,057
 
185,522
 
181,285
 
5,120,734
Anthony J. Moraco
 
45,116,936
 
327,376
 
131,552
 
5,120,734
Donna S. Morea
 
44,498,248
 
887,410
 
190,206
 
5,120,734
Steven R. Shane
 
44,934,959
 
453,044
 
187,861
 
5,120,734

2.
The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s proxy statement was approved based upon the following votes:
Number of Votes
For
 
Against
 
Abstain
 
Broker
Non-Votes
43,744,223
 
1,528,341
 
303,300
 
5,120,734

3.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020 was approved based upon the following votes:
Number of Votes
For
 
Against
 
Abstain
50,198,787
 
419,125
 
78,686





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.
Science Applications International Corporation
 Date: June 11, 2019
 
 
 
By:
 
/s/ Steven G. Mahon
 
 
Steven G. Mahon
 
 
Executive Vice President, General Counsel and Corporate Secretary