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Proxy Statement July 2, 2020 Dear Fellow Stockholder, We hope you and your family are doing well. The Board of Directors and executive leadership team of DXC Technology are pleased to invite you to join our Annual Meeting of Stockholders on August 13, 2020. This will be a virtual meeting of stockholders, conducted via live webcast. Attend our virtual meeting You can attend the annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2020. The Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter provide important information about the meeting and will serve as a guide to the business that will be conducted during the online meeting. Our transformation journey During the meeting, we will share an update on our business. At the heart of our transformation journey is taking care of our customers and our people who deliver every day for those customers. We have received overwhelmingly positive feedback for the way we have delivered through COVID-19. We have done this by focusing on the well-being of all of our people and enabling 99% of them to work from Corporate Office home. We are also executing our cost-optimization plans to better serve our customers by eliminating complexity and confusion. And, we are seizing the market opportunity to grow our relationships and cross-sell our services. If COVID-19 taught us anything, it has reinforced the 1775 Tysons Boulevard importance of the IT estate, which is highlighting our expertise and capabilities across the Enterprise Tysons, VA 22102 Technology Stack. All of this creates a strong foundation for DXC’s growth. www.dxc.technology Your vote is important We encourage you to vote as soon as possible, whether you plan to participate in the meeting or not. You can vote by proxy over the Internet, by telephone or by completing the printed proxy card, or voting instruction card if you received paper copies of the proxy materials by mail. The printed card includes instructions for returning the card by mail. We are excited about the future of DXC Technology, our strategic direction, and the growth opportunities ahead for our company, people, customers and stockholders. We value your support and are committed to communicating regularly and openly. Thank you for your continued trust and confidence. MICHAEL J. SALVINO IAN READ President & CEO Chairman of the Board Notice of 2020 Annual Meeting of Stockholders Date: Thursday, August 13, 2020 Time: 10:30 a.m., Eastern Time Place: Online at www.virtualshareholdermeeting.com/DXC2020 The 2020 Annual Meeting of Stockholders of DXC Technology will be held on Thursday, August 13, 2020, at 10:30 a.m. Eastern Time, and will be a virtual meeting conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2020. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The purpose of the meeting is: 1. to elect the 10 director nominees listed in the proxy statement, 2. to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021, 3. to approve, in a non-binding advisory vote, named executive officer compensation, 4. to approve an increase in the number of shares available under the DXC Technology Company 2017 Omnibus Incentive Plan, 5. to approve an increase in the number of shares available under the DXC Technology Company 2017 Non-Employee Director Incentive Plan, and 6. to transact any other business that may properly come before the meeting and any postponements or adjournments thereof. Only stockholders of record at the close of business on June 15, 2020 will be entitled to vote electronically at the Annual Meeting and any postponements or adjournments thereof. Your vote is important. Whether or not you plan to attend the meeting online, we encourage you to read this proxy statement and vote as soon as possible. Information on how to vote is contained in this proxy statement. In addition, voting instructions are provided in the notice of Internet availability of proxy materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement. By Order of the Board of Directors, William L. Deckelman, Jr. Executive Vice President, General Counsel & Secretary Tysons, Virginia July 2, 2020 This notice of annual meeting and proxy statement were first made available to stockholders on or about July 2, 2020. Proxy Summary ᮤ Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. Annual Meeting of Stockholders Meeting Date: August 13, 2020 Meeting Time: 10:30 a.m. Eastern Time Meeting Place: Online at www.virtualstockholdermeeting.com/DXC2020 Virtual Meeting Admission: Stockholders as of the record date will be able to participate in the annual meeting by visiting www.virtualstockholdermeeting.com/DXC2020. To participate in the meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:15 a.m. Eastern Time, and you should allow ample time for the online check-in procedures. Record date: June 15, 2020 Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Meeting Agenda • Election of the 10 director nominees listed in this proxy statement • Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021 • Approval, in a non-binding advisory vote, of named executive officer compensation • Approval of increase in shares available under the DXC Technology Company 2017 Omnibus Incentive Plan • Approval of increase in shares available under the DXC Technology Company 2017 Non-Employee Director Incentive Plan • Such other business that may properly come before the meeting i ᮣ Proxy Summary Voting Matters and Vote Recommendation Management Proposals Vote Recommendation Proposal No. 1: Election of each of the director nominees listed in this proxy statement FOR each nominee Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent FOR registered public accounting firm for the fiscal year ending March 31, 2021 Proposal No. 3: Approval, in a non-binding advisory vote, of named executive officer FOR compensation Proposal No. 4: Approval of increase in shares available under the DXC Technology FOR Company 2017 Omnibus Incentive Plan Proposal No. 5: Approval of increase in shares available under the DXC Technology FOR Company 2017 Non-Employee Director Incentive Plan Proposal 1: Election of directors Our Director Nominees The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast. Director Other Public Name Age Since Independent Principal Occupation Company Boards Mukesh Aghi 64 2017 Š President & CEO of US-India Strategic — Partnership Forum Amy E. Alving 57 2017 Š Former Chief Technology Officer of 2 SAIC and current member of Fannie Mae and Howmet Aerospace boards David A. Barnes 64 — Š Former SVP and Chief Information and 1 Global Business Services Officer of UPS and current member of Hertz board Raul J. Fernandez 54 — Š Vice Chairman and owner of 2 Monumental Sports & Entertainment and current member of Broadcom and GameStop boards David L. Herzog 60 2017 Š Former CFO of AIG and current 3 member of MetLife, AMBAC Financial Group and PCCW Limited (Hong Kong) boards Mary L. Krakauer 63 2018 Š Former EVP and Chief Information 2 Officer of Dell Corporation and current member of Mercury Systems and Xilinx boards Ian C. Read1 67 2020 Š Chairman of DXC Technology, former 1 Chairman and CEO of Pfizer and current member of Kimberly-Clark Corporation board Michael J. Salvino2 54 2019 President and CEO of DXC Technology — ii 2020 Proxy Statement Proxy Summary ᮤ Director Other Public Name Age Since Independent Principal Occupation Company Boards Manoj P. Singh 67 2017 Š Former Chief Operating Officer for — Deloitte Touche Tohmatsu Ltd. Robert F. Woods 65 2017 Š Former SVP and CFO at Sungard Data — Systems Inc. 1 Effective March 16, 2020, Mr. Read was designated Chairman of the Board. 2 Effective September 12, 2019, Mr. Salvino was designated President and CEO of DXC. He has been a member of the Board since May 23, 2019. Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021 We are asking stockholders to consider and to vote upon the ratification of the appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2021. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as DXC’s independent registered public accounting firm is in the best interests of DXC and its stockholders.
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