Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of DXC Technology Company (the “Company” or “DXC”) appointed Board member Raul J. Fernandez as Interim President and Chief Executive Officer of the Company on December 18, 2023. Mr. Fernandez succeeds Michael Salvino, who no longer served as the Company’s President and Chief Executive Officer on December 18, 2023. Mr. Salvino resigned as a director from the Board on December 19, 2023 and will continue to be employed by DXC in an advisory role until March 31, 2024 to help ensure a seamless transition. David L. Herzog, the Company’s Lead Independent Director, was appointed Chairman of the Company.
Mr. Fernandez, age 57, has been a member of the Board since 2020. He serves as Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership that owns some of Washington DC’s major sports franchises, including the National Hockey League’s Washington Capitals, the Women’s National Basketball Association’s Washington Mystics, the National Basketball Association’s Washington Wizards and Monumental Sports Network, a first-of-its-kind regional sports network for digital, mobile and over-the-top platforms. He also serves as a director of Broadcom, Inc., an Alternative Governor for the National Basketball Association’s Board of Governors, a Special Advisor to Carrick Capital Partners, a member of the Strategic Advisory Board of Volition Capital, and a director to several private companies.
There are no changes to the severance that Mr. Salvino is entitled to receive for termination without cause pursuant to Mr. Salvino’s employment agreement dated September 11, 2019.
Item 7.01 Regulation FD Disclosure.
On December 20, 2023, the Company issued a press release regarding the matters discussed in Item 5.02 and confirming the Company’s previously issued fiscal third quarter financial guidance and fiscal 2024 free cash flow guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Item 7.01, including Exhibit 99.1, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
