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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): June 5, 2024

_________________________________________________________
Science Applications International Corporation
(Exact name of registrant as specified in its charter)
_________________________________________________________
Delaware   001-35832   46-1932921
(State or other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)
12010 Sunset Hills Road, Reston, VA 20190
(Address of Principal Executive Offices) (Zip Code)
(703) 676-4300
Registrant’s telephone number, including area code
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, par value $.0001 per share SAIC The Nasdaq Stock Market LLC
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 5.07. Submission of Matters to a Vote of Security Holders.
Science Applications International Corporation (the “Company”) held its virtual Annual Meeting of Stockholders on June 5, 2024 (the “Annual Meeting”). The holders of 43,124,122 shares of common stock of the Company, or approximately 84% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. The final voting results on each of the matters presented to stockholders for a vote is set forth below.
1.    The nominees to the Board of Directors of the Company were elected, each for a one-year term, based upon the following votes:
  Number of Votes
Director Nominee For   Against   Abstain   Broker Non-Votes
Dana S. Deasy 39,387,504 123,049 78,168 3,535,401
Garth N. Graham 38,991,292 517,098 80,331 3,535,401
Carolyn B. Handlon 39,057,365 454,993 76,363 3,535,401
Yvette M. Kanouff 39,131,267 383,459 73,995 3,535,401
Timothy J. Mayopoulos 39,045,128 461,604 81,989 3,535,401
Katharina G. McFarland 38,849,672 661,551 77,498 3,535,401
Milford W. McGuirt 39,090,625 426,219 71,877 3,535,401
Donna S. Morea 38,836,020 676,923 75,778 3,535,401
James C. Reagan 39,064,805 444,201 79,715 3,535,401
Steven R. Shane 38,762,426 742,378 83,917 3,535,401
Toni Townes-Whitley 39,324,250 193,712 70,759 3,535,401
2.    The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024 (or a say-on-pay vote) was approved based upon the following votes:
Number of Votes
For   Against   Abstain   Broker
Non-Votes
38,332,255 1,050,087 206,379 3,535,401
3.    The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025 was approved based upon the following votes:
Number of Votes
For   Against Abstain
42,921,724 137,254 65,144
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
 
     
Exhibit
Number		    Description of Exhibit
   
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.
Date: June 11, 2024
Science Applications International Corporation
 
     
By:   /s/ Hilary L. Hageman
    Hilary L. Hageman
    Executive Vice President, General Counsel and Corporate Secretary