Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of DXC Technology Company (the “Company”) was held on July 21, 2026. The Company previously filed with the Securities and Exchange Commission a proxy statement, which describes in detail each of the five proposals submitted to stockholders at the Annual Meeting. No item other than the five 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 nine director nominees to serve until the 2027 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 nine directors were as follows:
Nominees Votes Votes Votes Broker
For Against Abstained Non-Votes
─────────────────────────────────────────────────────────────────────────────────────
David A. Barnes 111,433,830 6,336,618 427,801 16,937,354
Raul J. Fernandez 116,045,866 1,760,063 392,320 16,937,354
Anthony Gonzalez 111,227,945 6,518,720 451,584 16,937,354
David L. Herzog 110,769,663 7,046,461 382,125 16,937,354
Pinkie D. Mayfield 112,316,997 5,455,010 426,242 16,937,354
Dawn Rogers 115,280,213 2,543,260 374,776 16,937,354
Carrie W. Teffner 115,391,465 2,431,866 374,918 16,937,354
Akihiko Washington 113,582,168 4,202,006 414,075 16,937,354
Robert F. Woods 115,653,345 2,157,742 387,162 16,937,354
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, 2027. 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
─────────────────────────────────────────────────────────────────────────────
131,492,552 3,442,991 200,060 —
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
────────────────────────────────────────────────────────────────────────────
58,933,641 58,851,361 413,247 16,937,354
Proposal 4. The stockholders did not approve a term extension and an increase in the number of shares of common stock available for issuance under the amended and restated DXC Technology Company 2017 Omnibus Incentive Plan. The votes with respect to such proposal were as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
────────────────────────────────────────────────────────────────────────────
49,829,849 67,900,669 467,731 16,937,354
Proposal 5. The stockholders approved a term extension and an increase in the number of shares of common stock available for issuance under the amended and restated DXC Technology Company 2017 Non-Employee Director Incentive Plan. The votes with respect to such approval were as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────
104,629,678 13,298,218 270,353 16,937,354