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Form 8-K DXC Technology Co For: Dec 21

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December 21, 2017 5:03 PM EST
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): December 21, 2017
 ______________________________________________________________________________
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))

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 December 21, 2017, Ms. Margaret C. Whitman resigned from the DXC Technology Company board of directors effective immediately.
Further details are contained in the press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Description
99.1






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:
December 21, 2017
By:
/s/ Paul N. Saleh
 
 
Name:
Paul N. Saleh
 
 
Title:
Executive Vice President and Chief Financial Officer





Exhibit Index

Exhibit No.
Description
99.1
Press Release issued December 21, 2017


















EXHIBIT 99.1

HPE Chief Executive Officer Meg Whitman
To Step Down from DXC Technology Board of Directors

Tysons, VA, Dec. 21, 2017 – DXC Technology (NYSE: DXC), the world’s leading independent, end-to-end IT services company, today announced that Meg Whitman, chief executive officer of Hewlett Packard Enterprise, will step down from the DXC Technology board of directors.

Whitman had joined the DXC Technology board earlier this year, as the company was being formed by the merger of HPE’s Enterprise Services business with CSC.

Today’s news follows the announcement last month that Whitman would be stepping down as HPE’s CEO effective Feb. 1, 2018.

“One of Meg’s great achievements as HPE’s CEO was the spinoff of the Enterprise Services business to help create DXC Technology,” said Mike Lawrie, DXC’s chairman, president and chief executive officer. “I want to personally thank her not only for helping to architect the transaction, but also for her guidance and wisdom as a board member. She has been instrumental in ensuring that our integration proceeded smoothly, and that DXC is on a strong and positive trajectory.”

Whitman’s departure from the board is effective immediately. A new board member is expected to be named early in the new year. Pursuant to the merger agreement with HPE, HPE is entitled to select a replacement director reasonably satisfactory to the DXC Nominating Committee to fill the vacancy created by Ms. Whitman’s resignation until the annual meeting of DXC stockholders in August 2018.

About DXC Technology
DXC Technology (DXC: NYSE) is the world’s leading independent, end-to-end IT services company, helping clients harness the power of innovation to thrive on change. Created by the merger of CSC and the Enterprise Services business of Hewlett Packard Enterprise, DXC Technology serves nearly 6,000 private and public sector clients across 70 countries. The company’s technology independence, global talent and extensive partner network combine to deliver powerful next-generation IT services and solutions. DXC Technology is recognized among the best corporate citizens globally. For more information, visit dxc.technology.

###

Contact:
•
Richard Adamonis, Corporate Media Relations, +1-862-228-3481, [email protected]
•
Jonathan Ford, Investor Relations, +1.703.245.9700, [email protected]



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