DXC Technology Company (DXC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 30, 2024, with stockholders able to vote and submit questions online.

• The company is focused on operational discipline, integration, and strategic initiatives to drive sustainable and profitable growth.

• A new operating model is being implemented to better align offerings and sales by geographic markets.

Voting matters and shareholder proposals

• Stockholders will vote on: election of 10 directors, ratification of Deloitte & Touche LLP as auditor, a non-binding advisory vote on executive compensation, and an increase in shares under the 2017 Non-Employee Director Incentive Plan.

• Board recommends voting FOR all proposals.

• The director incentive plan share pool is proposed to increase by 500,000 shares due to market volatility and to maintain competitive director compensation.

Board of directors and corporate governance

• The board consists of 10 nominees, with 30% women and 50% from underrepresented racial/ethnic groups.

• Board skills include leadership, governance, audit, industry, transformation, capital markets, technology, public policy, and ESG.

• Board leadership is separated: an independent Chairman and a CEO.

• All directors except the CEO are independent; robust policies on director service, attendance, and annual evaluations are in place.

• Committees (Audit, Compensation, Nominating/Corporate Governance) are fully independent and meet regularly.