[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 22, 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 Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of DXC Technology Company (the “Company”) was held on July 22, 2025. The Company previously filed with the Securities and Exchange Commission a proxy statement, which describes in detail each of the three proposals submitted to stockholders at the Annual Meeting. No item other than the three items addressed below and described in the proxy statement was submitted at the Annual Meeting for stockholder action.

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the proxy statement, are as follows:

Proposal 1. The stockholders elected all ten director nominees to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. The votes with respect to the election of each of the ten directors were as follows:

Nominees			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
David A. Barnes			136,161,224			7,398,117			213,561			18,507,099
Raul J. Fernandez			142,363,356			1,211,715			197,831			18,507,099
Anthony Gonzalez			141,344,977			2,219,561			208,364			18,507,099
David L. Herzog			136,813,921			6,753,106			205,875			18,507,099
Pinkie D. Mayfield			138,141,681			5,396,873			234,348			18,507,099
Karl Racine			137,342,862			6,180,636			249,404			18,507,099
Dawn Rogers			141,411,757			2,190,006			171,139			18,507,099
Carrie W. Teffner			142,582,262			998,761			191,879			18,507,099
Akihiko Washington			140,872,664			2,697,505			202,733			18,507,099
Robert F. Woods			142,514,820			1,047,259			210,823			18,507,099

Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026. The votes with respect to the ratification of the appointment of Deloitte & Touche LLP were as follows:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
151,718,413			10,172,191			389,397			—

Proposal 3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement. The votes with respect to such approval were as follows:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
135,594,786			7,527,237			650,879			18,507,099

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/ Matthew Fawcett
						Name:			Matthew Fawcett
						Title:			Executive Vice President, General Counsel and Secretary

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.