DXC Technology Co false 0001688568 0001688568 2024-03-19 2024-03-19 0001688568 us-gaap:CommonStockMember 2024-03-19 2024-03-19 0001688568 us-gaap:SeniorNotesMember 2024-03-19 2024-03-19

 

 

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): March 19, 2024

 

 

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.)

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (703) 972-7000

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, $0.01 par value per share   DXC   The New York Stock Exchange
1.750% Senior Notes Due 2026   DXC 26   The 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2024, William L. Deckelman Jr. notified DXC Technology Company (the “Company”) of his decision to retire as the Executive Vice President and General Counsel of the Company, effective March 31, 2024. Mr. Deckelman will be succeeded by Matt Fawcett, who will serve as Executive Vice-President and General Counsel effective April 1, 2024.

Mr. Deckelman will continue to be employed by the Company to assist with transition matters until June 1, 2024, and will depart from the Company on that date.

 

Item 7.01

Regulation FD Disclosure

On March 20, 2024, the Company issued a press release in connection with the appointment of Mr. Fawcett. 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, as amended (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, as amended, if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press Release issued on March 20, 2024
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: March 20, 2024     By:  

/s/ Zafar A. Hasan

    Name:   Zafar A. Hasan
    Title:   Senior Vice President, Deputy General Counsel and Board Secretary