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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): March 19, 2024
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 |
Name of each exchange |
||
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 19, 2024, William L. Deckelman Jr. notified DXC Technology Company (the “Company”) of his decision to retire as the Executive Vice President and General Counsel of the Company, effective March 31, 2024. Mr. Deckelman will be succeeded by Matt Fawcett, who will serve as Executive Vice-President and General Counsel effective April 1, 2024.
Mr. Deckelman will continue to be employed by the Company to assist with transition matters until June 1, 2024, and will depart from the Company on that date.
| Item 7.01 | Regulation FD Disclosure |
On March 20, 2024, the Company issued a press release in connection with the appointment of Mr. Fawcett. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 | Press Release issued on March 20, 2024 | |
| 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: March 20, 2024 | By: | /s/ Zafar A. Hasan |
||||
| Name: | Zafar A. Hasan | |||||
| Title: | Senior Vice President, Deputy General Counsel and Board Secretary | |||||
Exhibit 99.1
DXC Technology Adds Software and Technology Veteran Matt Fawcett to Senior Leadership Team
Fawcett brings 30 years’ legal experience to DXC
General Counsel Deckelman announces retirement
Ashburn, VA, March 20, 2024 – DXC Technology (NYSE: DXC), a leading Fortune 500 global technology services provider, today announced that Matt Fawcett has been appointed Executive Vice President and General Counsel effective April 1, reporting directly to DXC President and Chief Executive Officer Raul Fernandez.
Fawcett is a well-respected name in the industry, having advised several leading technology companies throughout his career. He served as General Counsel of NetApp, a Fortune 500 global cloud-led, data-centric software company from 2010 to 2021, and most recently was Executive Vice President and Chief Strategy Officer for the company. Prior to NetApp, Matt was Senior Vice President and General Counsel for JDS Uniphase. He has built and led global organizations, managed strategic transactions, and is widely recognized as an innovator. The addition of Matt’s deep experience in the technology industry coupled with his strategic and business acumen is an important addition to DXC’s senior leadership team.
Fawcett will replace Bill Deckelman, who has announced his intention to retire on June 1, 2024, after being with DXC for 16 years.
“Matt brings tremendous experience to DXC, having deep technology and software experience with a successful track record of working across a portfolio of ‘as-a-service’ product offerings, which will be valuable for DXC’s next chapter of growth. We are thrilled to welcome him to DXC,” said Fernandez. “We wish Bill nothing but the best for a well-deserved retirement.”
Forward Looking Statements
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 upcoming Annual Report on Form 10-K for the fiscal year ending March 31, 2024, and any updating information in subsequent SEC filings. 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 report or to reflect the occurrence of unanticipated events except as required by law.
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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. The world’s largest companies and public sector organizations trust DXC to deploy services to drive new levels of performance, competitiveness, and customer experience across their IT estates. Learn more about how we deliver excellence for our customers and colleagues at DXC.com.
| Sean B. Pasternak Corporate Media Relations +1-647-975-7326 sean.pasternak@dxc.com |
John Sweeney Investor Relations +1-980-315-3665 john.sweeney@dxc.com |
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