UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2022
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DXC TECHNOLOGY COMPANY
(Exact name of Registrant as specified in its charter)
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| Nevada | | 001-38033 | | 61-1800317 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| 20408 Bashan Drive, Suite 231 |
| Ashburn, Virginia 20147 |
| (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (703) 245-9700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | DXC | The New York Stock Exchange |
| 1.750% Senior Notes Due 2026 | DXC 26 | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2022, the board of directors (the “Board”) of DXC Technology Company (the “Company”) appointed Michael J. Salvino, the Company’s President and Chief Executive Officer, who currently also serves as a member of the Board, to serve as Chairman of the Board, effective after the Company’s Annual Meeting of Stockholders on July 26, 2022 (the “2022 Annual Meeting”). Mr. Salvino succeeds Ian C. Read, who will be retiring from the Board on the 2022 Annual Meeting. The Board also selected David Herzog, who currently serves as a member of the Board, to serve as Lead Independent Director effective after the 2022 Annual Meeting.
A copy of the press release issued on May 17, 2022 announcing these appointments and Mr. Read’s retirement from the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | DXC TECHNOLOGY COMPANY
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| Dated: | May 17, 2022 | By: | /s/ Zafar A. Hasan |
| | Name: | Zafar A. Hasan |
| | Title: | Senior Vice President and Global Head of Corporate Legal, Board Secretary. |
