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 ☐
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☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-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)
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☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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2. | Aggregate number of securities to which transaction applies:
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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):
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☐ | 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. | |||
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on August 13, 2020.
DXC TECHNOLOGY COMPANY
DXC INVESTOR RELATIONS
1775 TYSONS BOULEVARD
TYSONS, VA 22102
Meeting Information | ||
Meeting Type: |
Annual Meeting | |
For holders as of: | June 15, 2020 | |
Date: August 13, 2020 Time:10:30 a.m., Eastern Time | ||
Location:Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/DXC2020. | ||
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/DXC2020 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
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You are receiving this communication because you hold shares in the company named above. | ||
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). | ||
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
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Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: | ||
NOTICE AND PROXY STATEMENT ANNUAL REPORT | ||
How to View Online: | ||
Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com,or scan the QR Barcode below. | ||
How to Request and Receive a PAPER orE-MAIL Copy: | ||
If you want to receive a paper ore-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||
1) BY INTERNET: | www.proxyvote.com | |
2) BY TELEPHONE: | 1-800-579-1639 | |
3) BY E-MAIL*: | sendmaterial@proxyvote.com | |
* If requesting materials bye-mail, please send a blanke-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | ||
Requests, instructions and other inquiries sent to thise-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 30, 2020 to facilitate timely delivery.
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How To Vote |
SCAN TO VIEW MATERIALS & VOTE
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Please Choose One of the Following Voting Methods |
Vote By Internet: |
Before The Meeting: |
Go towww.proxyvote.comor from a smartphone, scan the QR Barcode above.Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
During The Meeting: |
Go towww.virtualshareholdermeeting.com/DXC2020.Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Voting Items
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The Board of Directors recommends you vote “FOR” each of the nominees in Proposal 1:
1. | To elect ten nominees to the DXC Board of Directors |
Nominees:
1a. | Mukesh Aghi |
1b. | Amy E. Alving |
1c. | David A. Barnes |
1d. | Raul J. Fernandez |
1e. | David L. Herzog |
1f. | Mary L. Krakauer |
1g. | Ian C. Read |
1h. | Michael J. Salvino |
1i. | Manoj P. Singh |
1j. | Robert F. Woods |
The Board of Directors recommends you vote “FOR” Proposal 2:
2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021 |
The Board of Directors recommends you vote “FOR” Proposal 3:
3. | Approval, by advisory vote, of named executive officer compensation |
The Board of Directors recommends you vote “FOR” Proposal 4:
4. | Approval of increase in shares available under the DXC Technology Company 2017 Omnibus Incentive Plan |
The Board of Directors recommends you vote “FOR” Proposal 5:
5. | Approval of increase in shares available under the DXC Technology Company 2017Non-Employee Director Incentive Plan |
DXC TECHNOLOGY COMPANY
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 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 the16-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 anon-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 2017Non-Employee Director Incentive Plan; and |
6. | to transact 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 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 the proxy statement and vote as soon as possible. Information on how to vote is contained in the 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
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