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:
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,
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William L. Deckelman, Jr.
Executive Vice President, General Counsel & Secretary
Tysons, Virginia