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False0001688568AshburnVirginia2014700016885682025-07-222025-07-220001688568us-gaap:CommonStockMember2025-07-222025-07-220001688568dxc:SeniorNotesDue2026Member2025-07-222025-07-22

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