DXC Technology (NYSE: DXC) investors reject omnibus plan, back director awards
Rhea-AI Filing Summary
DXC Technology Company reported results of its 2026 Annual Meeting of Stockholders held on July 21, 2026. Stockholders elected all nine director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 131,492,552 votes for, 3,442,991 against and 200,060 abstentions.
On an advisory basis, stockholders approved compensation of the named executive officers, with 58,933,641 votes for, 58,851,361 against, 413,247 abstentions and 16,937,354 broker non-votes. A proposal to extend the term of and increase shares under the 2017 Omnibus Incentive Plan was not approved, receiving 49,829,849 votes for and 67,900,669 against, while a similar term extension and share increase under the 2017 Non-Employee Director Incentive Plan was approved with 104,629,678 votes for and 13,298,218 against.
Positive
- None.
Negative
- Omnibus Incentive Plan amendments not approved: the proposal to extend the term and increase shares under the 2017 Omnibus Incentive Plan received 49,829,849 votes for and 67,900,669 against.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Auditor ratification votes for: 131,492,552
Say-on-pay votes for: 58,933,641
Say-on-pay votes against: 58,851,361
+3 more
6 metrics
Auditor ratification votes for
131,492,552
Votes for ratifying Deloitte & Touche LLP for the fiscal year ending March 31, 2027
Say-on-pay votes for
58,933,641
Advisory approval of compensation of named executive officers
Say-on-pay votes against
58,851,361
Advisory approval of compensation of named executive officers
Omnibus Incentive Plan votes against
67,900,669
Proposal to extend term and increase shares under the 2017 Omnibus Incentive Plan, which was not approved
Non-Employee Director Incentive Plan votes for
104,629,678
Proposal to extend term and increase shares under the 2017 Non-Employee Director Incentive Plan, which was approved
Broker non-votes on non-routine items
16,937,354
Broker non-votes recorded on director elections, say-on-pay and incentive plan proposals
Key Terms
broker non-votes, Omnibus Incentive Plan, Non-Employee Director Incentive Plan, named executive officers
4 terms
broker non-votes regulatory
"Broker non-votes of 16,937,354 were recorded on several proposals."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Omnibus Incentive Plan financial
"A term extension and share increase under the 2017 Omnibus Incentive Plan was not approved."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Non-Employee Director Incentive Plan financial
"Stockholders approved extending the 2017 Non-Employee Director Incentive Plan for non-employee directors."
named executive officers financial
"Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were the director election results at DXC (DXC) 2026 Annual Meeting?
All nine director nominees were elected to serve until the 2027 annual meeting. For example, Robert F. Woods received 115,653,345 votes for, 2,157,742 against and 387,162 abstentions, with 16,937,354 broker non-votes. Other nominees had similar voting patterns, with large numbers of votes for relative to votes against.
What happened to the 2017 Omnibus Incentive Plan proposal for DXC (DXC)?
The proposal to extend the term of and increase shares under the 2017 Omnibus Incentive Plan was not approved. It received 49,829,849 votes for, 67,900,669 votes against and 467,731 abstentions, with 16,937,354 broker non-votes recorded, so the requested changes to that plan did not take effect.
Was the Non-Employee Director Incentive Plan extension approved for DXC (DXC)?
Yes, stockholders approved extending the term and increasing shares under the 2017 Non-Employee Director Incentive Plan. The proposal received 104,629,678 votes for, 13,298,218 against and 270,353 abstentions, with 16,937,354 broker non-votes on this item.