8-K

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): July 30, 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 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of DXC Technology Company (the “Company”) was held on July 30, 2024. The Company previously filed with the Securities and Exchange Commission a proxy statement, which describes in detail each of the four proposals submitted to stockholders at the Annual Meeting. No item other than the four 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:

Proposal 1. The stockholders elected all ten director nominees to serve until the 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified. The votes with respect to the election of each of the ten directors were as follows:

Nominees	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
David A. Barnes	139,806,926	6,264,650	324,125	14,532,131
Raul J. Fernandez	145,155,232	957,457	283,012	14,532,131
Anthony Gonzalez	144,565,589	1,508,795	321,317	14,532,131
David L. Herzog	140,742,850	5,339,900	312,951	14,532,131
Pinkie D. Mayfield	141,038,760	5,045,531	311,410	14,532,131
Karl Racine	141,401,245	4,681,424	313,032	14,532,131
Dawn Rogers	144,476,925	1,602,852	315,924	14,532,131
Carrie W. Teffner	145,144,123	942,186	309,392	14,532,131
Akihiko Washington	144,328,360	1,747,201	320,140	14,532,131
Robert F. Woods	144,878,528	1,197,424	319,749	14,532,131

Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025. The votes with respect to the ratification of the appointment of Deloitte & Touche LLP were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
150,959,270	9,534,509	434,053	—

Proposal 3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement. The votes with respect to such approval were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
124,368,439	14,958,928	7,068,334	14,532,131

Proposal 4. The stockholders approved an increase in the number of shares of common stock available for issuance under the DXC Technology Company 2017 Non-Employee Director Incentive Plan. The votes with respect to such approval were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
118,835,457	27,246,100	314,144	14,532,131

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 1, 2024	By:	/s/ Matthew Fawcett
		Name:	Matthew Fawcett
		Title:	Executive Vice President, General Counsel and Board Secretary

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Cover Page	Jul. 30, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 30, 2024
Entity Registrant Name	DXC TECHNOLOGY CO
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38033
Entity Tax Identification Number	61-1800317
Entity Address, Address Line One	20408 Bashan Drive, Suite 231
Entity Address, City or Town	Ashburn
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20147
City Area Code	703
Local Phone Number	972-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001688568
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	DXC
Security Exchange Name	NYSE
Senior Notes Due 2026
Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes Due 2026
Trading Symbol	DXC 26
Security Exchange Name	NYSE