[8-K] DXC Technology Company Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025, DXC Technology Company (DXC) held its 2025 Annual Meeting of Stockholders and disclosed the certified voting results in this Form 8-K (Item 5.07).

• Board elections: All ten director nominees—headed by David A. Barnes and Raul J. Fernandez—were elected to serve until the 2026 meeting. Support levels were strong, with the lowest "For" tally at 136.2 million votes and the highest at 142.6 million; broker non-votes totaled 18.5 million for each nominee.
• Auditor ratification: Deloitte & Touche LLP was re-appointed as independent auditor for FY 2026, receiving 151.7 million "For" votes versus 10.2 million "Against" and 0.4 million abstentions.
• Say-on-pay: Shareholders approved the advisory vote on named-executive compensation with 135.6 million "For" votes (approx. 93% of votes cast), 7.5 million "Against," and 0.7 million abstentions.

No other matters were brought before shareholders, and there were no disclosures regarding financial performance, strategic transactions, or guidance. The filing is primarily procedural, confirming continued shareholder support for DXC’s leadership, compensation practices, and external auditor.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting results; strong shareholder support, no material surprises, neutral market impact.

The 8-K reports standard governance outcomes: all nominees elected, auditor re-ratified, and say-on-pay passed comfortably. Support percentages exceed typical S&P 500 medians, suggesting shareholder alignment with current strategy and leadership. However, these results were widely anticipated and do not alter DXC’s financial outlook or risk profile. No new initiatives, capital actions, or operational updates were provided. Accordingly, the filing is classified as not impactful for valuation or near-term trading but does confirm governance stability.

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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): July 24, 2025

 ______________________________________________________________________________

DXC TECHNOLOGY COMPANY

(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.)

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (703) 972-7000

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:

☐ 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			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 7.01 Regulation FD Disclosure.

Effective April 1, 2025 (fiscal year 2026), DXC Technology ("DXC" or the "Company") began reporting its financial results under a new segment structure designed to better reflect the Company’s operational structure and the delivery of end-to-end IT services. The new structure includes three reportable segments that align with how management runs the business and allocates resources: Consulting & Engineering Services ("CES"), Global Infrastructure Services ("GIS"), and Insurance Services ("Insurance").

See Exhibit 99.1 for more details about the new segment reporting structure and certain unaudited historical consolidated financial information based on the new segment reporting structure.

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

Exhibit No.			Description
99.1			Segment Realignment issued on July 24, 2025.
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.

									DXC TECHNOLOGY COMPANY
Dated:			July 24, 2025			By:			/s/ Rob Del Bene
						Name:			Rob Del Bene
						Title:			Executive Vice President and Chief Financial Officer

FAQ

What decisions were made at DXC's 2025 Annual Meeting?

Shareholders elected all ten directors, ratified Deloitte & Touche as auditor for FY 2026, and approved executive compensation on an advisory basis.

Did DXC shareholders approve the say-on-pay proposal?

Yes. Approximately 135.6 million votes were cast in favor, with 7.5 million against and 0.7 million abstaining.

Was Deloitte & Touche re-appointed as DXC's auditor?

Yes. The firm received 151.7 million votes in favor versus 10.2 million against.

Were there any other matters voted on at the DXC 2025 Annual Meeting?

No. Only the director elections, auditor ratification, and advisory say-on-pay were submitted to shareholders.

Does the 8-K contain financial or strategic updates for DXC (NYSE: DXC)?

No. The filing is limited to shareholder voting results and offers no earnings, guidance, or transaction details.