DXC Technology Co — Regulatory Filings 2021

Mar 4, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2021

____________

DXC TECHNOLOGY CO MPANY

(Exact name of Registrant as specified in its charter)

____________

Nevada	001-38033	61-1800317
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1775 Tysons Boulevard — Tysons	22102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 703 ) 245-9675

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DXC	New York Stock Exchange
2.750% Senior Notes Due 2025	DXC 25	New York Stock Exchange
1.750% Senior Notes Due 2026	DXC 26	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 March 4, 2021, the board of directors (the “Board”) of DXC Technology Company (the “Company”) appointed Dawn Rogers and Akihiko Washington to serve as members of the Board, effective as of March 4, 2021 (the “Appointment Date”), for a term expiring at the Company’s 2021 annual meeting of stockholders. The Board also appointed Ms. Rogers to serve as a member of the Compensation Committee and Mr. Washington to serve as a member of the Nominating/Corporate Governance Committee, effective as of the Appointment Date.

In connection with their appointments, Ms. Rogers and Mr. Washington will be entitled to standard compensation for non-employee directors as set forth in the Company’s 2020 Proxy Statement - Director Compensation, pro-rated based on the portion of the board year served.

A copy of the press release issued on March 4, 2021 announcing these appointments is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued March 4, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

By:	DXC TECHNOLOGY COMPANY — /s/ Zafar A. Hasan
Name:	Zafar A. Hasan
Title:	Vice President and Head of Corporate Legal, Corporate Secretary