8-K

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 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.)

1775 Tysons Boulevard
Tysons	,	Virginia	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.

			DXC TECHNOLOGY COMPANY
Dated:	March 4, 2021	By:	/s/ Zafar A. Hasan
		Name:	Zafar A. Hasan
		Title:	Vice President and Head of Corporate Legal, Corporate Secretary

EX-99.1

Exhibit 99.1

DXC Technology Welcomes Dawn Rogers and Kiko Washington to Board of Directors

Tysons, Va., March 4, 2021 – DXC Technology (NYSE: DXC) today announced the appointments of Dawn Rogers and Kiko Washington to the company’s Board of Directors, effective March 4, 2021.

Dawn is a global human resources executive and transformation leader with 35 years of experience in organizational design, people analytics, M&A, talent management, change programs, and succession planning for large and small companies. She is currently Director of Human Capital at American Securities LLC where she provides leadership and support to the firm’s portfolio of companies in all areas of human capital management. Previously Dawn spent 20 years in human resources at Pfizer, most recently as Chief Human Resources Officer where she led a global human resources function for 85,000 employees. Prior to joining Pfizer, Dawn held human resources leadership roles at Kos Pharmaceuticals, Earth Tech, and Ares Serono/Serono Diagnostics. Dawn will serve on the board’s Compensation Committee.

Kiko recently retired as executive vice president of worldwide human resources at Warner Bros. Entertainment with responsibility for organizational planning and development, recruitment, compensation and benefits, employee training and development, employee relations and communications, inclusion and belonging, shared services, and work-life initiatives. With 35-years of experience in leadership roles at Warner Bros. and HBO, Kiko has been integral in shaping the human resources programs and transforming the cultures of these organizations.Kiko will serve on the board’s Nominating/Corporate Governance Committee.

“Dawn and Kiko are outstanding additions to our board,” said Ian C. Read, chairman of the DXC Board. “Each are proven leaders with deep experience in business and human resources that will prove valuable as Mike Salvino and his leadership team bring the ‘new DXC’, which is focused on our customers and our people, to market as we execute the company’s transformation journey. On behalf of all our directors, I welcome Dawn and Kiko to the DXC board.”

About DXC Technology

DXC Technology (NYSE: DXC) helps global companies run their mission critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. With decades of driving innovation, the world’s largest companies trust DXC to provide services across the Enterprise Technology Stack to deliver new levels of performance, competitiveness and customer experiences. Learn more about the DXC story and our focus on people, customers and operational execution at www.dxc.technology.

All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. For a written description of these factors, see the section titled “Risk Factors” in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, and any updating information in subsequent SEC filings including DXC’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2020, September 30, 2020, and December 31, 2020. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events except as required by law.

# # #

Contact:

Richard Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com

John Sweeney, Investor Relations, +1-908-315-3665, john.sweeney@dxc.com

XML

Cover Page	Mar. 04, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 04, 2021
Entity Registrant Name	DXC TECHNOLOGY CO
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38033
Entity Tax Identification Number	61-1800317
Entity Address, Address Line One	1775 Tysons Boulevard
Entity Address, City or Town	Tysons
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	245-9675
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001688568
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	DXC
Security Exchange Name	NYSE
Senior Notes Due 2025
Entity Information [Line Items]
Title of 12(b) Security	2.750% Senior Notes Due 2025
Trading Symbol	DXC 25
Security Exchange Name	NYSE
Senior Notes Due 2026
Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes Due 2026
Trading Symbol	DXC 26
Security Exchange Name	NYSE