DXC Technology Co — Proxy Solicitation & Information Statement 2020

Jul 2, 2020

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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)

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☐	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
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* Exercise Your Right 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).
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 at www.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.
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 or E-MAIL Copy:
If you want to receive a paper or e-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 by e-mail, please send a
blank e-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 this e-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.

How To Vote
Please Choose One of the Following Voting Methods

Vote By Internet:
Before
The Meeting:
Go to www.proxyvote.com or 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 to www.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

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:

1. 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:

1. Approval, by advisory vote, of named executive officer compensation

The Board of Directors recommends you vote “FOR” Proposal 4:

1. 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:

1. Approval of increase in shares available under the DXC Technology Company 2017 Non-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 the 16-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 a non-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 2017 Non-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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