Current Report · Items 5.07 · 8-K
Science Applications International Corporation
SAICNASDAQEQUITYCurrent
Submission of Matters to a Vote of Security Holders
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 3, 2026 (the “Annual Meeting”).…
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Item 5.07Item 5.07 - Submission of Matters to Vote
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 3, 2026 (the “Annual Meeting”). The holders of 36,007,862 shares of common stock of the Company, or approximately 83.5% 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
Paul Eremenko 32,044,017 186,307 102,465 3,675,073
Carolyn B. Handlon 31,747,754 476,086 108,949 3,675,073
Katharina G. McFarland 29,330,892 2,901,477 100,420 3,675,073
Milford W. McGuirt 31,736,563 480,601 115,625 3,675,073
Donna S. Morea 30,409,337 1,837,586 85,866 3,675,073
James C. Reagan 32,027,997 224,777 80,015 3,675,073
Adm. Michael S. Rogers (USN Ret.) 32,057,329 183,919 91,541 3,675,073
Steven R. Shane 31,425,669 799,870 107,250 3,675,073
John K. Tien, Jr. 31,767,567 454,600 110,622 3,675,073
David J. Urban 31,976,461 255,517 100,811 3,675,073
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 22, 2026 (or a say-on-pay vote) was approved based upon the following votes:
Number of Votes
For Against Abstain Broker
Non-Votes
30,733,789 1,292,248 306,752 3,675,073
3. The proposal to approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes was approved based upon the following votes:
Number of Votes
For Every Year For Every Two Years For Every Three Years Abstain Broker
Non-Votes
30,699,040 96,853 1,452,140 84,756 3,675,073
4. The proposal to the Company's 2023 Equity Incentive Plan to increase the total number of authorized shares was approved based upon the following votes:
Number of Votes
For Against Abstain Broker
Non-Votes
21,668,812 10,528,961 135,016 3,675,073
5. 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 29, 2027 was approved based upon the following votes:
Number of Votes
For Against Abstain
35,670,199 306,713 30,950