False0001688568AshburnVirginia2014700016885682022-07-262022-07-260001688568us-gaap:CommonStockMember2022-07-262022-07-260001688568dxc:SeniorNotesDue2026Member2022-07-262022-07-26

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 26, 2022
 ______________________________________________________________________________
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 (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))











Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareDXCThe New York Stock Exchange
1.750% Senior Notes Due 2026DXC 26The 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.

DXC Technology Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) was held on July 26, 2022. 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 each of the twelve director nominees to the DXC Board of Directors:

DIRECTOR NOMINEESVOTES FORVOTES AGAINSTVOTES ABSTAINEDBROKER NON-VOTES
Mukesh Aghi184,596,5763,628,651283,68816,996,056
Amy E. Alving182,536,3275,712,820259,76816,996,056
David A. Barnes182,122,0316,112,598274,28616,996,056
Raul J. Fernandez180,658,5247,562,602287,78916,996,056
David L. Herzog179,333,1018,904,893270,92116,996,056
Dawn Rogers184,026,6634,214,167268,08516,996,056
Michael J. Salvino177,685,39010,364,218459,30716,996,056
Carrie W. Teffner186,731,0381,492,750285,12716,996,056
Akihiko Washington178,915,3499,320,352273,21416,996,056
Robert F. Woods184,381,3803,855,215272,32016,996,056

Our director nominees were elected to serve for 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, 2023:

VOTES FORVOTES AGAINSTVOTES ABSTAINEDBROKER NON-VOTES
197,209,8107,989,660305,501—

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:

VOTES FORVOTES AGAINSTVOTES ABSTAINEDBROKER NON-VOTES
171,128,58216,313,9681,066,36516,996,056

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.

DXC TECHNOLOGY COMPANY

Dated:July 28, 2022By:/s/ Zafar A. Hasan
Name:Zafar A. Hasan
Title:Senior Vice President and Global Head of Corporate Legal, Board Secretary