DXC TECHNOLOGY COMPANY (NYSE:CSC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, DXC Technology Company, formerly known
as Everett SpinCo, Inc. (DXC) entered into
several agreements in connection with the spin-off (the
Spin Off) of DXC from Hewlett Packard Enterprise
Company (HPE) and subsequent merger of Computer
Sciences Corporation (CSC) with and into a
wholly owned subsidiary of DXC (the Merger).
Debt Arrangements
As previously announced, as contemplated by the Spin-Off and the
Merger (as defined below), on December16, 2016, DXC entered into
a term loan agreement (the Term
Loan Agreement), together with
the lenders named therein, the arrangers named therein and The
Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent,
providing for a senior unsecured delayed draw, term loan facility
in the aggregate principal amount of the U.S. dollar equivalent
of $2 billion, consisting of (i)Tranche A-1 Term Loans in U.S.
dollars in an aggregate amount of $375 million (the
Tranche A-1
Loans), (ii) Tranche A-2 Term Loans in U.S.
dollars in an aggregate amount of $1.310 billion (the
Tranche A-2
Loans) and (iii)Tranche A-3 Term Loans in Euros
in an aggregate amount of the Euro equivalent of $315 million
(the Tranche A-3
Loans). On March31, 2017, all of the Tranche A-1
Loans and the Tranche A-2 Loans were funded in an aggregate
amount of $1.685 billion and all of the Tranche A3 Loans were
funded in an aggregate amount of 290,052,000 Euros, the proceeds
of which were used by DXC to distribute to HPE cash in an
aggregate amount equal to approximately $3.008 billion (the
Everett Payment).
Terms and conditions of the Term Loan Agreement remain as
previously described in HPEs current report on Form 8-K filed
with the Securities and Exchange Commission on December22, 2016
and as previously described in DXCs current report on Form 8-K
filed with the Securities and Exchange Commission on March8,
2017.
On April3, 2017, in connection with that certain Waiver and
Amendment No.3 to the Amended and Restated Credit Agreement dated
as February17, 2017, which amended that certain Amended and
Restated Credit Agreement dated as of October11, 2013 (the
Revolving Credit
Agreement) by and among CSC, as borrower, the
lenders from time to time party thereto, Citibank, N.A., as
administrative agent, Citicorp International Limited as tranche B
sub-agent, and
Citibank International PLC, London Branch as swing line
sub-agent, DXC entered into an assumption agreement whereby DXC
replaced CSC as the Company (i.e., as the principal borrower and
as the guarantor of borrowings by subsidiary borrowers) under the
Revolving Credit Agreement.
On April3, 2017,
DXC and the incremental lenders providing such incremental
commitments exercised an option under the Revolving Credit
Agreement to incur incremental commitments thereunder in an
aggregate amount of $740million (the Incremental
Revolving Commitments). The
incurrence of the Incremental Revolving Commitments resulted in
an increase in the aggregate outstanding size of the unsecured
revolving credit facility under the Revolving Credit Agreement
from $2.95billion to $3.69billion, consisting of $3.12billion
under the Tranche A Facility (as defined in the Revolving Credit
Agreement), which is available to be drawn in US dollars, Euro
and Sterling, and $570million under the Tranche B Facility (as
defined in the Revolving Credit Agreement), which is available to
be drawn in US dollars, Euro, Sterling, Yen, Singapore Dollars
and Australian Dollars. Of the $3.69billion of commitments under
the Revolving Credit Agreement, $3.62billion will mature on
January15, 2022, and $70million will mature on January15,
2021.
Terms and
conditions of the Revolving Credit Agreement remain as previously
described in CSCs current reports on Form 8-K filed with the
Securities and Exchange Commission on October17, 2013, June21,
2016, September29, 2016 and February23, 2017.
On April3, 2017,
in connection with that certain Waiver and Amendment No.2 to the
Credit Agreement dated as of February17, 2017, which amended that
certain Credit Agreement dated as of December16, 2015 (as
amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the UK
Term Loan
Credit Agreement) among CSC
Computer Sciences UK Holdings Limited (company number 07073338),
a company incorporated in England, CSC, the lenders from time to
time party hereto and Lloyds Bank plc, as administrative agent,
DXC entered into an assumption agreement whereby the guaranty by
CSC under the UK Term Loan Credit Agreement was replaced with a
guaranty by DXC.
Terms and
conditions of the UK Term Loan Credit Agreement remain as
previously described in CSCs current reports on Form 8-K filed
with the Securities and Exchange Commission on December22, 2015
and February23, 2017.
On April3, 2017,
in connection with that certain Waiver and Amendment No.1 to the
Term Loan Credit Agreement dated as of February17, 2017, which
amended that certain Term Loan Credit Agreement dated as of
March21, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the
US Term Loan
Credit Agreement) among CSC, as
borrower, the lenders from time to time party thereto and Bank of
America, N.A., as administrative agent, DXC entered into an
assumption agreement whereby DXC replaced CSC as the Company
(i.e., as borrower) under the US Term Loan Credit
Agreement.
Terms and
conditions of the US Term Loan Credit Agreement remain as
previously described in CSCs current reports on Form 8-K filed
with the Securities and Exchange Commission on March22, 2016 and
February23, 2017.
On April3, 2017,
in connection with that certain Waiver and Amendment No.2 to the
Syndicated Facility Agreement dated as of February17, 2017, which
amended that certain Syndicated Facility Agreement dated as of
July25, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the
Syndicated Facility
Agreement) among CSC Australia Pty. Limited and
UXC Limited, as borrowers, CSC, as guarantor, the lenders from
time to time party thereto and Commonwealth Bank of Australia, as
agent and as mandated lead arranger and bookrunner, DXC entered
into an assumption agreement whereby the guaranty by CSC under
the Syndicated Facility Agreement was replaced with a guaranty by
DXC.
Terms and
conditions of the Syndicated Facility Agreement remain as
previously described in CSCs current reports on Form 8-K filed
with the Securities and Exchange Commission on July28, 2016 and
February23, 2017.
On April3, 2017,
in connection with that certain Second Amendment to Amended and
Restated Master Loan and Security Agreement Number: 27108-7000
dated as of February17, 2017, which amended that
certain Amended
and Restated Master Loan and Security Agreement (Number:
27108-70000) dated as of April4, 2016 (as amended, restated,
amended and restated, supplemented or otherwise modified from
time to time, the Equipment
Facility) among CSC Asset Funding I LLC, as
borrower, CSC, as guarantor, Banc of America Leasing Capital,
LLC, as lender and as an assignee lender, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as an assignee lender and Bank of
America, N.A., as agent, DXC entered into an assumption agreement
whereby the guaranty by CSC under the Equipment Facility was
replaced with a guaranty by DXC.
Terms and
conditions of the Equipment Facility remain as previously
described in CSCs current reports on Form 8-K filed with the
Securities and Exchange Commission on April7, 2016 and
February23, 2017.
On February16,
2017, CSC entered into an amendment to its 1,000,000,000 Euro
Commercial Paper Programme (the Programme) to
which notes issued under the Programme on or after that date and
before the consummation of the Merger would incorporate a
provision to which DXC would be substituted as guarantor in place
of CSC following the consummation of the Merger. On April3, 2017,
the substitution took effect in respect of notes issued on or
after February16, 2017 and before April3, 2017. In addition, on
April3, 2017, the Programme was amended such that notes issued on
or after April3, 2017 will, at all times, be guaranteed by
DXC.
Terms and
conditions of the Programme remain as previously described in
CSCs current reports on Form 8-K filed with the Securities and
Exchange Commission on July28, 2015 and February23, 2017.
On December 21,
2016, CSC entered into a Purchase and Sale Agreement among CSC,
Alliance-One Services, Inc., CSC Agility Platform, Inc., CSC
Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation and
PDA Software Services LLC, as originators (collectively, the
Originators), CSC, as initial servicer (in such
capacity, the Servicer), and CSC Receivables
LLC, a Delaware special purpose limited liability company, all of
the issued and outstanding membership interests of which are
owned by CSC (the SPE) and a Receivables
Purchase Agreement, among the Servicer, the SPE, as seller, the
persons from time to time party thereto as purchasers (the
Purchasers) and group agents, PNC Bank, National
Association, as administrative agent (the Administrative
Agent), and PNC Capital Markets LLC, as structuring
agent. Certain obligations of the Originators and the Servicer
are guaranteed by CSC under a Performance Guaranty, dated as of
December 21, 2016, made by CSC in favor of the Administrative
Agent for the benefit of the Purchasers (Performance
Guaranty). On April 1, 2017, CSC assigned its
obligations under the Performance Guaranty to DXC to a Guarantor
Assumption Agreement and Joinder.
Terms and
conditions of the Performance Guaranty remain as previously
described in CSCs current report on Form 8-K filed with the
Securities and Exchange Commission on December 21, 2016.
Item2.03
Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in
Item 1.01 of this Current Report on Form 8-K under the heading
Debt Arrangements is incorporated by reference into this Item
2.03.
Item3.03 Material
Modification to Rights of Securityholders.
Effective as of 3:00 a.m.
Eastern time on April1, 2017, DXC changed its jurisdiction of
incorporation from the State of Delaware to the State of Nevada
(the Conversion) to a plan of conversion dated
March31, 2017 (the Plan of
Conversion). The Conversion was accomplished by
the filing of (i)articles of conversion (the
Nevada Articles
of Conversion) and articles of
incorporation (the Nevada
Articles of
Incorporation) with the Secretary of State of
the State of Nevada and (ii)a certificate of conversion (the
Delaware Certificate
of Conversion) with the
Secretary of State of the State of Delaware. to the Plan of
Conversion, DXC also adopted new bylaws (the
Nevada Bylaws) and changed its
name to DXC Technology Company.
The Conversion and Plan of
Conversion were approved by HPE, as sole stockholder of DXC prior
to the Spin-Off, on March30, 2017. Upon the effectiveness of the
Conversion:
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the legal name of DXC changed from Everett SpinCo, Inc. to DXC Technology Company; |
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the affairs of DXC ceased to be governed by the Delaware General Corporation Law, DXCs existing certificate of incorporation and DXCs existing bylaws, and the affairs of DXC became subject to the Nevada Revised Statutes, the Nevada Articles of Incorporation and the Nevada Bylaws; and |
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each outstanding share of the Delaware corporations common stock automatically converted into an outstanding share of the Nevada corporations common stock. |
A summary of the material
terms of the Nevada Articles of Incorporation and Nevada Bylaws
is set forth in the section of the Information Statement filed as
Exhibit 99.1 to this Current Report on Form 8-K (the
Information Statement) entitled Description of
Everett Capital Stock Before and After the Merger, which summary
is incorporated herein by reference.
Certain rights of DXCs
stockholders were also changed as a result of the Conversion, as
described in the section titled Comparison of the Rights of
Stockholders Before and After the Transactions of the Information
Statement, which description is incorporated in its entirety
herein by reference.
The foregoing descriptions of
the Plan of Conversion, the Nevada Articles of Conversion, the
Delaware Certificate of Conversion, the Nevada Articles of
Incorporation and the Nevada Bylaws do not purport to be complete
and are qualified in their entirety by reference to the full text
of the Plan of Conversion, the Nevada Articles of Conversion, the
Delaware Certificate of Conversion, the Nevada Articles of
Incorporation and the Nevada Bylaws, copies of which are filed as
Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, and
incorporated herein by reference.
Item4.01 Changes in
Registrants Certifying Accountant
(a) Dismissal of Independent
Registered Public Accounting Firm.
In connection with the
Spin-Off, Everett SpinCo, Inc. dismissed Ernst Young LLP
(Ernst Young) as its independent registered
public accountant on April 3, 2017.
Ernst Youngs audit report on
Everett SpinCo, Inc.s combined financial statements for the
fiscal years ended October 31, 2016 and 2015 contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles.
During Everett SpinCo Inc.s
two most recent fiscal years, which ended October 31, 2016 and
October 31, 2015, and the subsequent interim period through April
3, 2017, (i) there were no disagreements (within the meaning set
forth in Item 304(a)(1)(iv) of Regulation S-K) with Ernst Young
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Ernst Youngs satisfaction,
would have caused Ernst Young to make reference to the subject
matter of the disagreements in connection with their reports; and
(ii) there were no reportable events (within the meaning set
forth in Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item
304(a)(3) of Regulation S-K, DXC has requested that Ernst Young
furnish it with a letter addressed to the United States
Securities and Exchange Commission stating whether or not Ernst
Young agrees with the above statements of DXC in this Item 4.01.
Ernst Young furnished the requested letter, stating its agreement
with such statements, and a copy is filed as Exhibit
16.1.
(b) Engagement of New
Independent Registered Public Accounting Firm.
On April 3, 2017, the Audit
Committee of the Board approved the engagement of Deloitte Touche
LLP (Deloitte) as its independent registered
public accountant. During DXCs two most recent fiscal years and
the subsequent interim period through April 3, 2017, neither DXC,
nor any person acting on its behalf, consulted Deloitte regarding
(i) the application of accounting principles to a specified
transaction, either completed or proposed, (ii) the type of the
audit opinion that might be rendered on DXCs financial
statements, and Deloitte did not provide any written report or
oral advice to DXC that Deloitte concluded was an important
factor considered by DXC in reaching a decision as to the
accounting, auditing or financial reporting issue, or (iii) any
matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) or a reportable event
of the type described in Item 304(a)(1)(v) of Regulation
S-K.
The information set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.01.
Item5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
DXC Board of
Directors and Committees
In connection with the
consummation of the Spin-Off, each of Timothy C. Stonesifer,
Rishi Varma, Jeremy K. Cox and Mary Agnes Wilderotter resigned
from the DXC board of directors (the Board), and
each of Mukesh Aghi, Amy E. Alving, David L. Herzog, Sachin
Lawande, J. Michael Lawrie, Julio A. Portalatin, Peter Rutland,
Manoj P. Singh and Margaret C. Whitman was appointed to the
Board, in each case effective as of April1, 2017.
On April3, 2017, Mr.Lawrie was
appointed as Chairman of the Board, and Mr.Rutland was designated
Lead Independent Director. Certain of the newly appointed
directors joined the standing committees of the Board, and the
membership of those committees is as follows:
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Audit Committee |
Compensation Committee |
Nominating/Corporate Governance Committee |
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| David L. Herzog (Chair) | Mukesh Aghi (Chair) | Amy E. Alving | ||
| Peter Rutland | Sachin Lawande | Manoj P. Singh (Chair) | ||
| Robert F. Woods | Julio A. Portalatin | Margaret C. Whitman |
Biographical information for
each member of the Board can be found in the section titled
Information About CSCDirectors and Executive Officers of Everett
After the Merger of the Information Statement, which biographical
information is incorporated herein by reference.
DXC Executive
Officers
In connection with the
consummation of the Spin-Off, each of Rishi Varma and Timothy C.
Stonesifer resigned as President and Secretary of DXC,
respectively, and DXC appointed J. Michael Lawrie (age 63) as
Chairman, President and Chief Executive Officer, Paul N. Saleh
(age 60) as Executive Vice President and Chief Financial Officer,
William L. Deckelman, Jr. (age 59) as Executive Vice President,
General Counsel and Secretary, Michael G. Nefkens (age 47) as
Executive Vice President General Manager, Regions Industries,
Stephen Hilton (age 47) as Executive Vice President General
Manager, Global Delivery Organization, Joanne Mason (age 49) as
Executive Vice President and Chief Human Resources Officer and
Neil A. Manna (age 54) as Principal Accounting Officer, Senior
Vice President and Controller, in each case effective as of
April1, 2017.
Biographical information for
each executive officer named above can be found in the section
titled Information About CSCDirectors and Executive Officers of
Everett After the Merger of the Information Statement, which
biographical information is incorporated herein by
reference.
Adoption of
Compensation and Benefit Plans
Equity
Plans
On March14, 2017, HPE, as sole
stockholder of DXC prior to the Spin-Off, approved DXCs 2017
Omnibus Incentive Plan (the DXC
Employee Equity
Plan), DXCs 2017 Non-Employee Director Incentive
Plan (the DXC Director
Equity Plan) and DXCs 2017
Share Purchase Plan (DXC Share
Purchase Plan) by written
consent. The Board of DXC had previously adopted the DXC
Employee
Equity Plan, DXC Director
Equity Plan and DXC Share Purchase Plan on March14, 2017, subject
to stockholder approval, as well as the forms of stock option
agreement, performance-vested restricted stock unit
(PSU) and service-vested restricted stock unit
(RSU) awards under the DXC Employee Equity Plan
and the form of RSU award under the DXC Director Equity
Plan.
On March 14, 2017, the Board
reserved approximately 34.2million shares of common stock, par
value $0.01 per share of DXC (DXC Common Stock)
for issuance under the DXC Employee Equity Plan, 230,000 shares
of DXC Common Stock for issuance under the DXC Director Equity
Plan and 250,000 shares of DXC Common Stock for issuance under
the DXC Share Purchase Plan. The number of reserved shares would
be subject to adjustment to reflect stock splits, reverse stock
splits, stock dividends, subdivisions, consolidations,
recapitalizations, reorganizations, mergers and other similar
events.
The terms of the DXC Employee
Equity Plan are substantially similar to the terms of CSCs 2011
Omnibus Incentive Plan (the CSC
Employee Equity
Plan) and allow DXC to grant stock options
(including incentive stock options), stock appreciation rights
(SARs), restricted stock, restricted stock units
(including PSUs), and cash awards intended to qualify for the
performance-based compensation exemption to the $1million
deduction limit under Section 162(m) of the Internal Revenue
Code. All of DXCs employees are eligible for awards under the
plan.
The Compensation Committee of
the Board has broad authority to grant awards and otherwise
administer the DXC Employee Equity Plan. The plan became
effective March30, 2017 and will continue in effect for a period
of 10 years thereafter, unless earlier terminated by the Board.
The Board has the authority to amend the plan in such respects as
it deems desirable, provided that any amendments that would
increase the share reserve (other than to a recapitalization
event described above), expand the class of persons eligible to
participate in the plan or the types of awards available for
grant under the plan, or that would otherwise be considered a
material modification for purposes of applicable tax or
securities laws or exchange listing requirements, would require
the approval of DXCs stockholders.
The terms of the DXC Director
Equity Plan are substantially similar to the terms of CSCs 2010
Non-Employee Director Incentive Plan and allow DXC to grant RSU
awards to non-employee directors of DXC. Such RSU awards vest in
full at the earlier of (i)the first anniversary of the grant date
or (ii)the next annual meeting date, and are automatically
redeemed for DXC stock and dividend equivalents either at that
time or, if an RSU deferral election form is submitted, upon the
date or event elected by the director. Directors may elect to
receive deferred RSUs at either a fixed in-service distribution
date, which may be in August of any year after the year in which
the RSUs vest within 15 years of the grant date, or upon their
separation from the Board. Distributions made upon a directors
separation from the Board may occur in either a lump sum or in
annual installments over periods of 5, 10 or 15 years, per the
directors election. In addition, RSUs vest in full upon a change
in control of DXC.
The DXC Share Purchase Plan
allows DXCs employees located in the United Kingdom to purchase
shares of DXCs common stock at the fair market value of such
shares on the applicable purchase date.
The foregoing descriptions of
the DXC Employee Equity Plan, DXC Director Equity Plan and DXC
Share Purchase Plan do not purport to be complete and are
qualified in their entirety by reference to the full text of the
DXC Employee Equity Plan, DXC Director Equity Plan and DXC Share
Purchase Plan filed as Exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference. The form
of stock option award, PSU award and RSU award under the DXC
Employee Equity Plan and the form of RSU award under the DXC
Director Equity Plan are filed as Exhibits 10.4, 10.5, 10.6 and
10.7, respectively, and are incorporated herein by
reference.
Deferred Compensation
Plans
On March 28, 2017, prior to
the Spin-Off, the Board approved, effective as of the Merger,
sponsorship by DXC of the Computer Sciences Corporation Deferred
Compensation Plan, which was renamed the DXC Technology Company
Deferred Compensation Plan (the DXC
DCP) effective as of the Merger, and adopted,
effective as of the Merger, the Enterprise Services Executive
Deferred Compensation Plan (the ES DCP). Both
plans are nonqualified deferred compensation plans maintained for
a select group of management or highly compensated
employees.
The DXC DCP covers eligible
employees who participated in CSCs Deferred Compensation Plan
prior to the Merger and has terms that are substantially similar
to the CSC Deferred Compensation Plan. The ES DCP covers eligible
employees who participated in HPEs Executive Deferred
Compensation Plan prior to the Spinoff and has terms that are
substantially the same as the HPE Executive Deferred Compensation
Plan. Both plans allow participating employees to defer the
receipt of current compensation to a future distribution date or
event above the amounts that may be deferred under DXCs
tax-qualified 401(k) plan, the DXC Technology Matched Asset Plan.
The ES DCP also provides for employer matching contributions on
compensation deferrals above the limits applicable under the DXC
Technology Matched Asset Plan.
The foregoing descriptions of
the DXC DCP and ES DCP do not purport to be complete and are
qualified in their entirety by reference to the full text of the
DXC DCP and ES DCP filed as Exhibits 10.8 and 10.9, respectively,
and are incorporated herein by reference.
Amendment to Deferred
Compensation Plan
On April3, 2017, upon
recommendation of the Compensation Committee, the Board adopted
an amendment to the ES DCP. The amendment freezes participation
in the ES DCP for periods after April1, 2017 and provides that no
further employer matching contributions will be made to the ES
DCP for periods after April1, 2017. The foregoing summary of the
material terms of the amendment to the ES DCP is qualified by
reference to the full text of the amendment which is included as
Exhibit 10.10 hereto and incorporated by reference
herein.
Severance
Plan
On April3, 2017, upon
recommendation of the Compensation Committee, the Board adopted
the DXC Technology Company Severance Plan for Senior Management
and Key Employees (the Severance
Plan). The terms of the Severance Plan (which
are substantially similar to the terms of CSCs Severance Plan for
Senior Management and Key Employees as in effect prior to the
merger) provide certain benefits to participants in the event of
a change of control of DXC. If there is a change of control and
any of the participants either:
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has a voluntary termination of employment for good reason within two years afterward, or |
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has an involuntary termination of employment, other than for death, disability or cause, within three years afterward, |
then the participant is
entitled to receive a one-time payment equal to two times the sum
of the participants then-current annual base salary plus the
average of the three most recent annual cash incentive awards
paid or determined and certain health and welfare benefits for a
two-year period after termination. No 280G excise tax gross-up or
other tax gross-up is provided. The foregoing summary of the
material terms of the Severance Plan is qualified by reference to
the full text of the Severance Plan which is included as Exhibit
10.11 hereto and incorporated by reference herein.
On April3, 2017, the
Compensation Committee also adopted the DXC Technology Company
Severance Policy (the Severance
Policy), which provides that, with respect to
any executive officer of DXC who is subject to Section16 of the
Securities Exchange Act of 1934, as amended, and who reports
directly to DXCs Chief Executive Officer, if such officers
employment with DXC is terminated without cause (as determined by
the Compensation Committee in its discretion) outside of a change
in control that is covered by the Severance Plan, such officer
may receive, in the discretion of DXC and the Compensation
Committee, (i)up to 12 months of base salary continuation, paid
in installments, (ii)up to 12 months of Company-provided
healthcare coverage continuation, and (iii)a pro-rata portion of
the annual cash bonus award earned for the year of employment
termination, subject to approval by the Compensation Committee.
For any such executive officer who was a former employee of
Hewlett Packard Enterprise Company (HPE) covered
by an HPE severance plan prior to the merger, if such officer
experiences a
qualifying termination during
the one-year period following the merger, the cash severance
benefit may be based on the severance terms under the HPE
severance plan applicable to such officer prior to the merger.
Mr.Lawrie (who is entitled to certain severance benefits under
the terms of the CEO Employment Agreement) does not participate
in the Severance Plan or the Severance Policy.
Director
Compensation
On April3, 2017, the Board
approved the compensation package for non-employee directors of
DXC, whereby each non-employee director will receive an annual
cash retainer of $90,000 and an annual equity retainer of
$200,000 (collectively the Annual
Retainer). In addition to the Annual Retainer
described above:
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The Lead Independent Director of the Board receives an annual cash retainer of $35,000; |
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The Chair of the Audit Committee receives an annual cash retainer of $20,000; |
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The Chair of the Compensation Committee receives an annual cash retainer of $15,000; and |
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The Chair of the Nominating/Corporate Governance Committee receives a cash retainer of $10,000. |
Additionally, each
non-employee director will receive $10,000 per committee on which
the director serves and, once a non-employee director has
attended at least eight Board meetings or a number of committee
meetings equal to six times the number of committees on which
that director serves, he or she will be entitled to a fee of
$2,500 for attendance at a meeting in support of a special
assignment involving travel. The Chair of the Compensation
Committee has the authority to determine which meetings or
special assignments qualify for such payment.
to the Director Equity Plan,
each non-employee director who was not previously a director of
CSC is entitled to a pro rata annual equity grant of RSUs for the
period between April1 and the expected date of 2017 annual
meeting of DXCs stockholders with a grant date fair value of
$200,000 multiplied by a fraction, the numerator of which is the
number of days between April1 and the expected date of the 2017
annual meeting of DXCs stockholders and the denominator of which
is 365, rounded to the nearest 100 shares.
Amendment to CEO
Employment Agreement
On April3, 2017, upon the
approval of the Compensation Committee and the independent
members of the Board, DXC agreed to amend the Employment
Agreement previously entered into between CSC and Mr.Lawrie, DXCs
Chairman, President and Chief Executive Officer (the
CEO), on February7, 2012, as amended on
August25, 2016 and as further amended on March27, 2017 (the
CEO Employment
Agreement).
As a result of the amendment,
DXC has agreed to assume CSCs obligations under the CEO
Employment Agreement. The amendment also increases the CEOs
target bonus and maximum annual bonus opportunities (as a
percentage of base salary) from 150% to 200% and 300% to 400%,
respectively, increases the CEOs target long-term incentive
opportunity (as a percentage of base salary) from 700% to 850%,
and gives the Compensation Committee the ability to determine the
applicable mix of long-term incentive awards between stock
options, performance-vested restricted stock units and
service-based restricted stock units.
All other terms of the CEO
Employment Agreement that were in effect prior to the amendment
remain in effect. The foregoing summary of the material terms of
the amendment to the CEO Employment Agreement is qualified by
reference to the full text of the April3, 2017 amendment, which
is included as Exhibit 10.12 hereto, the terms of the CEO
Employment Agreement, which is included as Exhibit 10.13 hereto,
the terms of the August25, 2016 amendment to the CEO Employment
Agreement, which is included as Exhibit 10.14 hereto, and the
terms of the March27, 2017 amendment to the CEO Employment
Agreement, which is included as Exhibit 10.15 hereto, each of
which is incorporated by reference herein.
Indemnification
Agreement
On April3, 2017, DXC approved
entering into customary indemnification agreements with its
directors and executive officers. Current directors and executive
officers are entering into such agreements on or about April3,
2017, and future directors and executive officers may enter into
such agreements from time to time.
The indemnification agreements
will require DXC to indemnify its directors and executive
officers (each, an Indemnitee) to the fullest
extent permitted by Nevada law for certain liabilities to which
an Indemnitee may become subject as a result of his or her
affiliation or status with DXC. The indemnification agreements
will also provide for advancement of an Indemnitees
expenses.
The foregoing description of
the form of indemnification agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the form of indemnification agreement, which is
attached as Exhibit 10.16 to this Current Report on Form8-K and
is incorporated herein by reference.
Item5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Articles of
Incorporation and Bylaws
The information set forth
under Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item5.05. Amendments
to the Registrants Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On April3, 2017, DXC adopted
its Code of Business Conduct. A copy the Code of Business Conduct
is available under the Investor Relations section of DXCs
website, www.dxc.com. The information on the DXC website does not
constitute part of this Current Report on Form 8-K and is not
incorporated by reference.
Item8.01 Other
Events.
Completion of
Spin-Off and Merger
On April3, 2017, DXC issued a
press release announcing the completion of the Spin-Off and the
Merger. A copy of the press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Dividend Policy
and Share Repurchase Program
On April 3, 2017, DXC issued a
press release announcing the establishment of a share repurchase
program with an initial authorization of $2.0 billion for future
repurchases of outstanding shares of DXC common
stock.
DXC also announced a dividend
policy targeting $0.18 per share at its next declaration date in
June 2017 for the first fiscal quarter of 2018, and $0.72 per
share for full year fiscal 2018 (representing a 29% increase over
the dividend paid by CSC in fiscal 2017) in each case subject to
customary Board review and approval prior to
declaration.
A copy of the press release is
attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
Item9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The following exhibits are
filed herewith:
|
Exhibit No. |
Description |
|
|
2.1 |
Plan of Conversion, dated March31, 2017 | |
|
3.1 |
Articles of Conversion, as filed with the Secretary of State of the State of Nevada on March31, 2017 |
|
|
3.2 |
Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on March31, 2017 |
|
3.3 |
Articles of Incorporation, as filed with the Secretary of State of the State of Nevada on March31, 2017 |
|
|
3.4 |
Bylaws, effective April1, 2017 | |
|
10.1 |
DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit4.3 to DXC Technology Companys registration statement on FormS-8, file no.333-217053, filed with the Securities and Exchange Commission on March31, 2017) |
|
|
10.2 |
DXC Technology Company 2017 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit4.4 to DXC Technology Companys registration statement on FormS-8, file no.333-217053, filed with the Securities and Exchange Commission on March31, 2017) |
|
|
10.3 |
DXC Technology Company 2017 Share Purchase Plan (incorporated by reference to Exhibit4.6 to DXC Technology Companys registration statement on FormS-8, file no.333-21705, filed with the Securities and Exchange Commission on March31, 2017) |
|
|
10.4 |
Form of Stock Option Grant Agreement | |
|
10.5 |
Form of Performance-Vested Restricted Stock Unit Grant Agreement |
|
|
10.6 |
Form of Restricted Stock Unit Grant Agreement | |
|
10.7 |
Form of Non-Employee Director Restricted Stock Unit Grant Agreement |
|
|
10.8 |
DXC Technology Company Deferred Compensation Plan (incorporated by reference to Exhibit4.5 to DXC Technology Companys registration statement on FormS-8, file no.333-217054 filed with the Securities and Exchange Commission on March31, 2017) |
|
|
10.9 |
Enterprise Services Executive Deferred Compensation Plan (incorporated by reference to Exhibit4.4 to DXC Technology Companys registration statement on FormS-8, file no.333-217054 filed with the Securities and Exchange Commission on March31, 2017) |
|
|
10.10 |
Amendment to Enterprise Systems Deferred Compensation Plan | |
|
10.11 |
DXC Technology Company Severance Plan for Senior Management and Key Employees |
|
|
10.12 |
April3, 2017 amendment to CEO Employment Agreement | |
|
10.13 |
CEO Employment Agreement (incorporated by reference to Exhibit 10.1 to Computer Sciences Corporations current report on Form 8-K filed with the Securities and Exchange Commission on February8, 2012) |
|
|
10.14 |
August25, 2016 amendment to CEO Employment Agreement (incorporated by reference to Computer Sciences Corporations current report on Form 8-K filed with the Securities and Exchange Commission on August25, 2016) |
|
|
10.15 |
March27, 2017 amendment to CEO Employment Agreement (incorporated by reference to Computer Sciences Corporations current report on Form 8-K filed with the Securities and Exchange Commission on March28, 2017) |
|
|
10.16 |
Form of Director and Officer Indemnification Agreement of DXC Technology Company |
|
|
16.1 |
Letter to the Securities and Exchange Commission from Ernst Young LLP dated April6, 2017 |
|
|
99.1 |
Information Statement of Everett SpinCo, Inc. dated as of February24, 2017 |
|
|
99.2 |
Press Release Regarding Completion of Spin-Off and Merger |
|
|
99.3 |
Press Release Regarding Dividend Policy and Share Repurchase Program dated April 3, 2017 |
About DXC TECHNOLOGY COMPANY (NYSE:CSC)
DXC Technology Company provides digital information technology (IT) services and solutions. The Company provides a range of services, including analytics, applications, business process, cloud and workload, consulting, enterprise and cloud applications, security, and workplace and mobility. The Company offers a portfolio of analytics services, to provide insights and accelerate users’ digital transformation. Its analytics services and solutions include Data Discovery Experience, Data Workload Optimization and Managed Business Intelligence Services. The Company addresses analytic solution needs to run the business, including customer analytic services, warranty analytics, predictive maintenance analytics, social intelligence analytics, healthcare analytics, insurance analytics, data pipeline and operations, banking analytics, airline analytics and operational analytics. DXC TECHNOLOGY COMPANY (NYSE:CSC) Recent Trading Information
DXC TECHNOLOGY COMPANY (NYSE:CSC) closed its last trading session at 69.01 with 5,525,651 shares trading hands.
