DXC Technology (DXC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 21, 2026, with stockholders able to vote on key proposals and submit questions online.

• Fiscal 2026 focused on advancing AI-driven transformation, strengthening the foundation for sustainable growth, and embedding AI into operations.

• The company remains committed to a pay-for-performance philosophy, aligning executive compensation with business outcomes and shareholder interests.

Voting matters and shareholder proposals

• Stockholders will vote on: election of 9 directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, extension and share increase for the 2017 Omnibus Incentive Plan, and extension and share increase for the 2017 Non-Employee Director Incentive Plan.

• All proposals are recommended for approval by the Board.

• Shareholder proposals for the 2027 meeting must be submitted by February 4, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of 9 nominees with diverse backgrounds in leadership, technology, finance, governance, and human capital management.

• Board refreshment practices include an average tenure of 5.5 years, age limit of 72, and commitment to diversity and regular evaluation.

• Board leadership is separated between an independent Chairman and the CEO.

• All committees (Audit, Compensation, Nominating/Corporate Governance) are composed entirely of independent directors.

• Directors are expected to attend all meetings, and no director attended fewer than 75% of meetings in fiscal 2026.