DXC Technology Company (Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.14a-12 DXC Technology Company (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 -11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount previously paid: 2. Form, Schedule or Registration Statement No.: 3. Filing party: 4. Date Filed: Table of Contents D IG IT A L D E L IV E R E D T h u rs d a y , A u g u s t 1 5 , 2 0 1 9 1 0 :3 0 a .m . E a s te rn T im e v ia liv e w e b c a s t a t w w w .v irtu a ls h a re h o ld e rm e e tin g .c o m /D X C 2 0 1 9 N o tic e o f 2 0 1 9 A n n u a l M e e tin g o f S to c k h o ld e rs a n d P ro x y S ta te m e n t T h e s e m a te ria ls w e re firs t m a d e a v a ila b le to s to c k h o ld e rs o n o r a b o u t J u n e 2 8 , 2 0 1 9 D X C .te c h n o lo g y T H R IV E O N C H A N G E . Table of Contents June 28, 2019 Dear fellow DXC stockholder: The Board of Directors and management of DXC Technology are pleased to invite you to our Annual Meeting of Stockholders on August 15, 2019. This will be a virtual meeting of stockholders, conducted via a 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/DXC2019. 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. DXC Technology delivered In our second year as DXC Technology, we successfully delivered on our strategy and significantly advanced our mission to guide clients on their digital transformation journeys. We strengthened our brand and value proposition, improved our competitive position, won new business led by digital, heightened overall client satisfaction, and took on new opportunities. As global enterprises make the shift to digital, there are enormous opportunities ahead for DXC. Only DXC Technology has the ability to lead digital transformations for enterprises by modernizing and seamlessly integrating digital innovation into their mainstream IT, deploying digital solutions at scale, and helping them produce efficiencies to invest in their digital future. Your vote is important Corporate Office 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 1775 Tysons Boulevard proxy materials by mail. The printed card includes instructions for returning the card by mail. Tysons, VA 22102 We are excited about DXC Technology’s strategic direction, the growth opportunities ahead of us, and the capabilities that we and our partners offer as we lead clients on their digital transformation journeys. www.dxc.technology We value your support and are committed to communicating regularly and openly. Thank you for your continued trust and confidence. J. Michael Lawrie Chairman, President & CEO Table of Contents Notice of 2019 Annual Meeting of Stockholders Date: Thursday, August 15, 2019 Time: 10:30 a.m., Eastern Time Place: Online at www.virtualshareholdermeeting.com/DXC2019 The 2019 Annual Meeting of Stockholders of DXC Technology will be held on Thursday, August 15, 2019, 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/DXC2019. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the 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 11 nominated directors 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, 2020 3. to approve, in a non-binding advisory vote, named executive officer compensation, and 4. 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 18, 2019 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 the 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 June 28, 2019 This notice of annual meeting and proxy statement were first made available to stockholders on or about June 28, 2019. Table of Contents Proxy Summary t 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 Agenda Meeting Date: August 15, 2019 • Election of the 11 nominated directors listed in this proxy statement Meeting Time: 10:30 a.m. Eastern Time • Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending Meeting Place: Online March 31, 2020 at www.virtualshareholdermeeting.com/DXC2019 Virtual Meeting Admission: Stockholders as of the record date will be • Approval, in a non-binding advisory vote, of named executive officer able to participate in the annual meeting by visiting compensation www.virtualshareholdermeeting.com/DXC2019. To participate in the meeting, you will need the 16-digit control number included on your • Such other business that may properly come before the meeting notice of Internet availability of the 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 18, 2019 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. Voting Matters and Vote Recommendation Management Proposals Vote Recommendation Proposal No. 1: Election of each of the nominated directors listed in this proxy statement FOR each nominee Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public FOR accounting firm for the fiscal year ending March 31, 2020 Proposal No. 3: Approval, in a non-binding advisory vote, of named executive officer compensation FOR i Table of Contents u Proxy Summary Proposal 1: Election of directors Our Director Nominees The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast. Director Committee Memberships Name Age Since Independent AC CC NCG Mukesh Aghi 63 2017 ● C Amy E. Alving 56 2017 ● M David L. Herzog 59 2017 ● C Mary L.